MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

OF

ESAB INDIA LIMITED

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7. To carry on the business of mechanical, hydraulic, electrical andconsulting engineers and contractors, tool-makers, brass founders,metal workers, mechinists, ironfounders, iron and steel converters,electricians manufacturers of motors hydraulic electrical and otherimplements and machinery smiths, wood workers, metallurgists,gas makers, carriers and merchants and to buy sell manufacturerepair convert alter let on hire and deal in plant machinery rollingstock and hardware.

8. To accept and fulfill as attorney, agent or otherwise any mandatefor the transaction of business, the investment of funds, the collectionof loans, rents, interest, dividends and the issuing, making, handlingand collection of debts, mortgages, bonds, debentures, shares, bills,notes, coupons and other securities for moneys.

9. To acquire and deal with any property real or personal, to erect anybuildings or other constructions necessary for the business of theCompany.

10. To acquire and undertake the whole or any part of the business,property and liabilities of any person firm or company or societycarrying on or proposing to carry on any business which theCompany is authorised to carry on or possessed of property suitablefor the purposes of the Company or which can be carried on inconjunction therewith and for the purposes aforesaid to acquire anddeal in lands, privileges, rights, contracts, property or effectsgenerally.

11. To amalgamate, enter into partnership or enter into any arrangementfor sharing profits, union of interests, co-operation, joint venture,reciprocal concession or for limiting competition or otherwise, withany person, firm or company, carrying on or engaged in, or about tocarry on or engage in any business or transaction which thisCompany is authorised to carry on which can be carried on inconjunction therewith.

12. To promote and enter into a collaboration agreement or agreementswith any company or companies in lndia or elsewhere for the purposeof acquiring all or any of the property, rights and liabilities.

13. To apply for, purchase or otherwise acquire any patents, patent rights,brevets/d’ invention, copyright, trade marks, formulae, licences,concessions and the like conferring any exclusive or non-exclusiveor limited rights to use any secret or other information as to anyinvention or the acquisition of which may seem directly or indirectlyto benefit the Company and to use, exercise and develop or grantlicences in respect of or otherwise turn to account, the propertyrights, or information so acquired.

14. To expend money in experimenting and testing and in improving orin seeking to improve any patents, rights, inventions, discoveries,processes or information of the Company or which the Companymay acquire or propose to acquire.

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15. To take or otherwise acquire and hold shares, debentures or othersecurities of any other company having objects altogether or in partsimilar to those of this Company.

16. To invest and deal with the moneys of the Company not immediatelyrequired in such manner as may from time to time be thought fit.

17. To assist in the sale of goods, articles or commodities which theCompany is authorised to produce or deal in by way of hire-purchaseor deferred payment, or similar transactions, and to institute, enterinto, carry on, subsidise finance or assist in subsidising or financingthe sale and maintenance of such goods, articles or commoditiesupon any terms whatsoever, to acquire and discount, hire-purchaseor other agreements or any right thereunder (whether proprietary orcontractual) and to import, export, buy, sell, barter, exchange, pledgemake advances upon and otherwise deal in such goods, produce,articles and merchandise.

18. To lend moneys with or without security to employees or such otherpersons, firms or companies and on such terms as may seemexpedient, and in particular to customers and others having dealingswith the Company and to guarantee the performance of contractsby any such person or companies and subject to the provisions ofthe Companies Act, 1956 to advance money to and/or guaranteethe payment of money, secured or unsecured due by, or to guaranteethe discharge of the liability of such firms or companies whosemanagement is held by the Company by themselves or in partnershipwith others.

19. Subject to sections 58A and 58B of the Companies Act, 1956 andto the directives of the Reserve Bank of India, to receive money ondeposit or loan and borrow or raise money in such manner as theCompany shall think fit and in particular by the issue of debenturesor debenture stock (perpetual or otherwise) and to secure therepayment of any money borrowed, raised or owing by mortgage,charge or lien upon all or any of the property or assets of theCompany (both present and future) including its uncalled capital,and also by a similar mortgage charge or lien to secure and guaranteethe performance by the Company or any other person, firm orcompany of any obligation undertaken by the Company or any otherperson or company as the case may be and to purchase, redeem orpay off any such securities.

20. To remunerate any person, firm or company for services renderedor to be rendered for placing or assisting to place or guaranteeingthe placing of any of the shares in the Company’s capital or anydebentures, debenture stock or other securities of the Company, orin or about the organization, formation or promotion of the Companyor the conduct of its business.

21. To draw, make, accept, endorse, discount, execute and issue cheques,promissory notes, bills of exchange, bills of lading and othernegotiable or transferable instruments.

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22. To insure the whole or any part of the property of the Companyeither fully or partially to protect and indemnify the Company fromliability or loss in any respect either fully or partially and also toensure and protect and indemnify any part of portion thereof.

23. To sell, let, lease hire, mortgage or otherwise dispose of the property,assets or undertaking of the Company or any part thereof for suchconsideration as the Company may think fit and in particular forshares, debentures or other securities of any other company whetheror not having objects altogether or in part similar to those of thisCompany and to sell, improve, develop, exchange, lease, mortgage,enfranchise, dispose of, turn to account or otherwise deal with allor any part of the property and rights of the Company on such termsand conditions as the Company may determine.

24. To adopt such means of making known the business of this Companyas may be considered necessary and in particular by advertising inall forms of media including the press, cinema, wireless, television,hoardings, books, periodicals, photography, cinematography,exhibition and show-rooms and any other means of advertising andby granting prizes, rewards, donation and creating trusts for thispurpose.

25. To procure the Company to be registered or recognised in any foreigncountry or place and to establish branches, show-rooms, depots,sales and other offices, or workshops outside India.

26. To pay out of the funds of the Company, all expenses which theCompany may lawfully pay with reference to the formation orregistration of the Company or issue of the shares of the Company,including brokerage and commissions for obtaining applicationsfor or taking, placing or undertaking or procuring the underwritingof the shares, debentures and other securities of the Company.

27. To provide sanitary, comfortable, congenial or subsidised canteen,co-operative or welfare facilities for employees of the Companyand in connection therewith to provide recreational facilities andsports activities necessary for the well being of the employees.

28. To establish and support or aid in the establishment and support ofassociations, institutions, funds, trusts, and conveniences calculatedto benefit the employees or ex-employees of the Company or theirdependents, or relations of such persons and to grant pensions andallowances, and to make payments towards the life or accidentinsurance of the employees and to subscribe or guaratee money forcharitable or benevolent objects or any exhibition or for any publicobjects.

29. To undertake, carry out, promote and sponsor or assist any activityfor the promotion and growth of the national economy and fordischarging the social and moral responsibility of the Company tothe public or any section of the public as also any activity likely topromote national welfare or the social, economic or moral uplift ofthe public or any section of the public and undertake, carry out,promote and sponsor any activity for the publication of any books,

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literature, newspapers, or other media, or for organising lectures orseminars likely to advance these objects or for giving merit awardsor giving scholarship, loans or any other assistance to deservingstudents or any other scholars or persons to enable them to prosecutetheir studies or academic pursuits or research, and for establishing,conducting or assisting any foundations, institutions, funds or trusts,having any one or more of the aforesaid objects by giving donationsor otherwise in any other manner, and in order to implement any ofthe above mentioned objects or purposes transfer withoutconsideration or at such fair or concessional value and subject tothe provisions of Company’s Act divest the ownership of anyproperty of the Company to or in favour of any public or local bodyor authority or central or state government or any public institutionor public trust.

30. To establish and maintain or procure the establishment andmaintenance of any contributory or non-contributory pension orsuperannuating funds for the benefit of, and give or procure thegiving of donations, gratuities, pensions, medical facilities,allowance or emoluments to any persons who are or were at anytime in the employment or service of the Company, or of anycompany which is a subsidiary of the Company or is allied to orassociated with the Company or with any such subsidiary company,or who are or were at any time Directors or officers of the companyor of any such other company as aforesaid, and the wives, widows,families and dependents of such persons and also establish andsubsidise and subscribe to any institutions, associations, clubs orfunds calculated to be for the benefit of or to advance the interestsand well being of the Company or of any such other company asaforesaid, and make payment to or towards the insurance of anysuch person as aforesaid, either alone or in conjunction with anysuch other company as aforesaid.

31. To provide for the welfare of employees or ex-employees of theCompany and the wives, families, dependents or connections ofsuch persons, by building or contributing to the building of houses,or dwelling or by the grant of money, pensions, allowances, bonusor other payments or by creating and from time to time subscribingor contributing to provident and other associations, institutions orfunds or trusts and by establishing or providing or subscribing orcontributing towards schools and places of education, instructionand recreation, shops and markets, hospitals and dispensaries,medical and other aid or attendance, as the Company may think fit.

32. From time to time to establish, or to subscribe, or contribute,guarantee money, or to give to the nation or to any charitable,benevolent, religious, scientific or national trusts, funds, associationsand institutions and to any object, purpose, fund, institution of apublic character to promote the interests or the business of theCompany or to further its objects or to increase its repute orpopularity among its employees, its customers or the public orotherwise and/or to any charitable funds whatsoever or anyexhibition.

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33. To create any depreciation fund, reserve fund, sinking fund or anyother special fund whether for depreciation or repairing improving,extending or maintaining any of the properties of the Company.

34. Subject to provisions of the Companies Act, to place to reserve or todistribute as bonus shares among the members or otherwise to apply,as the Company may from time to time think fit any monies receivedby way of premium on shares or debentures issued by the Companyor any monies received in respect of sale of forfeited shares.

35. To establish, provide and conduct or otherwise subsidise researchlaboratories and experimental workshops for scientific and technicalresearch investigation experiments and tests of all kinds, to promotestudy and research both scientific and technical by providing, shops,libraries, lectures, meetings, seminars, or conferences, and byproviding or contributing to the remuneration of scientific ortechnical professors or teachers or by providing or contributing tothe award of scholarships, prizes, grants to students or otherwiseand generally to encourage, promote and reward studies, researches,investigations, experiments, tests and inventions of any kind thatmay be considered likely to assist the business which the Companyis authorised to carry on.

36. To undertake and execute any trusts, the undertaking whereof mayseem desirable either gratuitously or otherwise in relation to thebusiness of the Company.

37. Subject to the provisions of the Companies Act to distribute anyproperty of the Company amongst the members in specie or kind inthe event of winding up.

38. To enter into any arrangement with any government or authoritymunicipal local or otherwise, that may seem conducive to theCompany’s objects or any of them, and to obtain from any suchgovernment or authority any rights, privileges, and concessionswhich the Company may think it desirable to obtain and to carryout, exercise and comply with any such arrangements, rights,privileges and concessions.

39. Subject to the provisions of the Companies Act, or any otherenactment in force to indemnify and keep indemnified any of theofficers, directors, agents and servants of the Company against allproceedings, costs, damages, claims and demands in respect ofanything done or ordered to be done by them for and in the interestof the Company and for any loss, damage, or misfortune, whateverwhich shall happen in execution of the duties of their office.

40. To apply for, promote and obtain any Act of Parliament, charter,privileges, concession, licence or authorisation of any Government,State or municipality or any professional order or licence of anyauthority for enabling the Company to carry on any of its objectsinto effect or for extending any of the powers of the Company or

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effecting any modification of the statute of the Company or for anyother purpose which may seem expedient and to oppose anyproceeding or applications.

41. To agree to arbitration and to refer to arbitration any disputes presentor future between the Company and any other company, firm orindividual and to submit the same to arbitration in India or abroadeither in accordance with Indian or any foreign system of law.

42. To take part in the management, supervision or control of thebusiness or operations of any company or undertaking and for thatpurpose to appoint and remunerate any directors.

43. To acquire by purchase, amalgamation, grant, concession, lease,licence, hire, barter, or otherwise either absolutely or conditionally,and either solely or jointly with others any houses, lands, farms,quarries, mines, mining or other claims, rights and privileges, waterrights, water-works, and other works, privileges, rights andhereditaments or any other tract or tracts of country in India orelsewhere together with such rights as may be agreed upon andgranted by Government or the owners thereof, and to expend suchsums of money as may be deemed requisite and advisable in theexploration, survey and development thereof and to acquire in Indiaor elsewhere by purchase, lease or otherwise however for the purposeof the Company any real or personal immovable or movableproperty, rights or privileges, including any land, buildings, rightsof way, easements, licences, concessions and privileges, patents,patent rights, trade marks, machinery, rolling stock plant, utensils,accessories and stock-in-trade.

44. To promote, form, establish, subsidise, organise and assist or aid orconcur in promoting, forming, establishing, subsidising, ororganising, within or outside India, companies, or partnerships ofall kinds for the purpose of acquiring or undertaking any property,rights and liabilities of this Company or advancing directly orindirectly the objects thereof or for any other purpose which thisCompany may think expedient and to acquire and hold shares, stocksor securities issued by or other obligations of any such companyand to sell or otherwise deal with the same.

45. To build, construct, own, alter, maintain, enlarge, pull down, remove,or replace and to work, manage, control and superintend anybuildings, offices, factories, mills, shops, machinery, engines,roadways, bridges, water courses, wharves, and other works andconveniences and to join with any person or company in doing anyof these things.

46. To do all or any of the matters and things hereby authorised in anypart of the world either alone or in conjunction with others or asprincipals contractors, trustees or agents for any other Companies,firms or persons or through trustees, agents or otherwise.

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(C) OTHER OBJECTS

47. To carry on any business relating to the winning and workingof minerals the production and working of metals and theproduction manufacture and preparation of any other materialswhich may be usefully or conveniently combined with any orany part of the business of the Company or any contractsundertaken by the Company and either for the purpose only ofsuch contracts or as an independent business.

48. To undertake and execute any contracts for works involvingthe supply or use of any plant tools implements apparatus ormachinery and to carry out any ancillary or other workscomprised in such contracts.

49. To act as engineers agents and merchants and to undertake andexecute agencies and commissions of all kinds and to undertakeand perform sub-contracts and to act in any of the businessesof the Company through or by means of agents, brokers, sub-contractors and others.

50. To carry on the business of shipowners, ship repairersboilermakers, millwrights, motorcars, builders, painters, watersupply engineers, farmers and printers.

51. To buy sell manufacture import export repair let on hire alterimprove or otherwise deal with or trade in either by wholesaleor retail all kinds of apparatus machines goods accessoriesproperties effects articles and things capable of being used inconnection with any of the businesses authorised to be carriedon by the Company or required by any customers or personshaving dealing with the Company.

52. To drill as contract drillers, or as a principal or participant, oiland/or natural gas wells or any other type of well, and to supplyservices relating to the drilling or completion of oil or naturalgas wells or any other type of well, including consultingservices.

53. To carry on a general agency business in any and all of itsbranches including acting as agent in purchasing, selling andotherwise dealing in goods, wares and merchandise of everykind and description and as commission merchant, broker,selling agent and factor.

54. To carry on the business of mechanical, civil and electricalengineers and dealers in and manufacturers of plants,machinery, motors and engines, toolmakers, brass founders,metal workers, boiler makers, millwrights, machinists, iron andsteel converters, smiths, steam and gas fitters, wood-workers,builders, painters, metallurgists and water supply engineers,gas makers, carriers and merchants, and to buy, sell,manufacture, repair, convert, alter, lease, let on hire andotherwise deal in machinery, implements, rolling stock andhardware of all kinds.

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55. To carry on a general exporting and importing business.

56. To manufacture, buy, sell and otherwise acquire, equip, set up, repair,deal in and with pumps, drills, engines, boilers, power plantequipment, hydraulic equipment, electric, mining and industrialmachinery and equipment, tools, implements and generally to buy,sell, exchange and otherwise deal in materials, metals and articlesused in the manufacture, operation and repair of such property orany of the same.

57. To carry on business as brass and iron founders, manufacturers anddealers in brass, copper, zinc, iron, wood or other mineral productsand as machinists and smiths; to manufacture, buy, sell and deal ingoods, wares and merchandise made, processed or manufacturedin whole or in part of copper, brass, iron, steel, zinc, wood or othermineral products; and to manufacture, buy, sell and deal in hardwareof all kinds, machines and machine supplies, accessories and partsof all kinds; to carry on the business or ironmasters, manufacturersand rollers of steel and iron into all forms, products, commoditiesor articles, iron and steel makers, iron and steel converters, tin plateand steel makers in all their respective branches; and to buy, selland deal in goods, wares and merchandise.

58. To manufacture, import and export, sell or purchase chemicals andcoating materials required by industries for metal treatment, spraypainting, textiles and deep-sea fishing.

59. To manufacture, assemble, purchase, sell, import, export, repair,service, renovate, install, fabricate, let out and generally deal inand carry on the business of all kinds of machinery.

60. To establish conduct carry on or assist in carrying on in India orelsewhere financial trading commercial industrial manufacturingimporting exporting shipping mercantile or agency businesses.

AND IT IS HEREBY DECLARED THAT

(1) the word “Company” (save when used with reference to thisCompany) in this Memorandum shall be deemed to include anypartnership or other body or association of persons whetherincorporated or not and wherever domiciled.

(2) the objects in the several clauses of paragraph III hereof shall havethe widest possible construction and shall extend to any part of theworld.

(3) subject to the provisions of the Companies Act, 1956 the objectsset forth in any clause of sub-paragraph (C) above shall be in nowise limited or restricted by reference to or in reference from termsof any of the clauses of sub-paragraph (A) or by the name of theCompany.

(4) nothing in paragraph III shall authorise the Company to do anybusiness which falls within the purview of the Banking RegulationAct, 1949 or the Insurance Act, 1938.

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IV The liability of the members is limited.

V The Authorised Share Capital of the Company is Rs. 20,00,00,000(Rupees Twenty Crores) divided into 170,00,000 (One Crore,Seventy lacs) Equity Shares of Rs. 10/- (Rupees Ten) each; and30,00,000 (Thirty lacs) unclassified shares of Rs.10 (Rupees Ten)each with power to increase and reduce the capital of the Companyand to divide the shares in the capital for the time being into severalclasses, and to attach thereto respectively such preferential, deferred,qualified, or special rights, privileges or conditions as may bedetermined or in accordance with the Articles of Association of theCompany and to vary, modify or abrogate any such rights, privilegesor conditions in such manner as may for the time being provided bythe Articles of Association of the Company.

Increased in terms of the Resolutionpassed at the Extra Ordinary GeneralMeeting held on 11th March, 1991.

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We, the several persons, whose names and addresses are subscribed, are desirous of being formed intoa company in pursuance of this Memorandum of Association, and we respectively agree to take the numberof shares in the Capital of the Company set opposite our respective names.

Name, Address, Number of Shares Names, Addresses,Description, Occupation taken by each Description, Occupation& Signature Subscriber & Signature ofof Subscribers Witnesses

Mr. Homi K. Bilpodiwala 1 (One)6 C, Crystal, EquityAltamount Road,Bombay 400 026.

S/o, Kailkhushru BilpodiwalaChartered Accountant Mr.N. P. Bhors/d H.K. Bilpodiwala

S/o. P. BhorC/o. Sharp & TannanBank of Baroda Building

Mr. Murzban P. Narsang 1 (One) Bombay Samachar Marg.804/C, Ratee Lodge, Equity Bombay 400 023.Dr. Ambedkar Road, ServiceDadar, Bombay 400 014 s/d. N.P. Bhor

S/o, Phiroze H.NarsangChartered Accountants/d. M.P. Narsang.

TOTAL 2 (Two) Equity

Bombay : 3rd November, 1987.

THE COMPANIES ACT 2013COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATIONOF

ESAB INDIA LIMITED

1. No regulations contained in Table F, in the First Schedule to theCompanies Act, 2013, or in the Schedule to any previousCompanies Act, shall apply to this company but the regulationsfor the management of the Company and for the observance ofthe members thereof and their representatives, shall, subject toan exercise of the statutory powers of the Company with referenceto the repeal or alternation of or addition to its regulation byspecial resolution, as prescribed by the said Companies Act, 2013,be such as are contained in these Articles.

INTERPRETATION

2. In the interpretation of these Articles, unless repugnant to thesubject or context:

"The Company" or "This Company" means ESAB India Limited

"The Act" means "the Companies Act, 2013" or any statutorymodification or re-enactment thereof for the time being in force.

"Auditors" means and includes those persons appointed as suchfor the time being by the Company.

"Board of Directors" or "Board" in relation to a Company meansthe collective Body of the Directors of the Company.

"Beneficial owner" means beneficial owner as defined in clause(a) of sub-section (1) of section 2 of the Depositories Act, 1996.

"Capital" means the share capital for the time being raised orauthorised to be raised, for the purpose of the Company.

"Debenture" includes debenture stock, bonds or any otherinstrument of a Company evidencing a debt, whether constitutinga charge on the assets of the Company or not.

"Depositors Act" means the Depositories Act, 1999 or anystatutory modification or re-enactment thereof.

"Depository" means a Depository as defined under clause (e) ofsub-section (1) of section 2 of the Depositories Act, 1996.

"Directors" means a Director appointed to the Board of aCompany.

"Dividend" includes any interim dividend.

"ESAB" means ESAB Aktiebolag, a Company in corporate inSweden and shall include its successors and assigns and any bodycorporate with which it may merge or amalgamate and/or itsholding, subsidiary or associate companies including a bodycorporate in which such holding, subsidiary or associatecompanies may merge or amalgamate.

Words importing the masculine also include the feminine gender.

Table F not to apply but company tobe governed by these Articles

Interpretation clause.

“The Company” or “this Company”.

“The Act”

“Auditors”

“Board” or “Board of Directors”

“Beneficial Owner”

“Capital”

“Debenture”

“Depositories Act”

“Depository”

“Directors”

“Dividend”

“ESAB”

“Gender”

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"In Writing" and "Written" including printing, lithograph and othermodes of representing or reproducing words in a visible form.

"Member" means the duly registered holder from time to time ofthe shares of the Company and includes the subscribers of theMemorandum of the Company and the beneficial owners asdefined in clause (a) of sub-section (1) of section 2 of theDepositories Act, 1996.

"Meeting" or "General Meeting" means a meeting of members.

"Annual General Meeting" means a general meeting of theMembers held in accordance with the provisions of the Act.

"Extraordinary General Meeting" means an Extraordinary Generalmeeting of the member duly called and constituted and anyadjourned holding thereof.

"Month" means a calendar month.

"Office" means the Registered office for the time being of theCompany.

"Ordinary Resolution" and "Special Resolution" shall have themeanings assigned thereto by the Act.

"Paid up" includes credited as paid up.

Person includes corporations and firms as well as individuals.

"Register of Members" means the Register of Members to be keptpursuant to the Act.

"The Registrar" means the Registrar of Companies of the Statein which the office of the Company is for the time being situate.

"Secretary" or "Company Secretary" means a Company Secretaryas defined in Clause (c) of sub-section (1) of Section 2 of theCompany Secretaries Act, 1980, who is appointed a Company toperform the functions of a Company Secretary under this Act.

SEBI means the Securities & Exchange Board of India establishedpursuant to Section 3 of the Securities and Exchange Board ofIndia Act, 1992.

"Security" means any security as may be specified by SEBI fromtime to time.

"Seal means the Company Seal for the time being of theCompany.

"Share" means share in the share capital of the Company andincludes stock except where a distinction between stock andshares is expressed or implied.

Words importing the singular number include, where the contextadmits or requires the plural number and vice versa.

"Year" means the Financial year and "Financial Year" shall havethe meaning assigned thereto by the Act.

Key Managerial Personnel in relation to a Company means(i) the Chief Executive Officer or the Managing Director or theManager (ii) the Company Secretary (iii) the Whole-time Director(iv) the Chief Financial Officer (v) such other officer as may beprescribed under the Act.

“In writing” and “Written”

“Member”

“Meeting” or “General Meeting”

“Extraordinary General Meeting”

“Month”

“Office”

“Ordinary Resolution” and “SpecialResolution”

“Paid up”

“Person”

“Register of Members”

“The Registrar”

“The Secretary” or“Company Secretary”

“SEBI”

“Security”

“Seal”

“Share”

“Singular number”

“Year” and “Financial year”

“Key Managerial Personnel”

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The marginal notes used in these Articles shall not affect theconstruction hereof.

Save as aforesaid any words or expression defined in the Act shall,if not inconsistent with the subject or context bear the samemeaning as these Articles.

2A. The Company has entered into an agreement dated 16th August,1988, with Esab Aktiebolag, Sweden, under which the latter hasgranted to the Company the right and licence to continue the useof the words "Esab" as apart of the Company's corporate name,upon the Company undertaking to cease to use the word "Esab"as part of such corporate name on the happening of theeventualities specified in that Agreement. The text of thatAgreement forms part of the annexures to these Articles and theterms and conditions contained therein shall constitute an integralpart of these Articles. Subject to the Act nothing contained in theseArticles shall affect the aforesaid agreement dated 16th August,1988. The Company shall carry the same into effect and all theshareholders of the Company shall be deemed to have undertakento exercise their right as shareholders and specifically their votingright, in such manner as will enable the Company to fully complywith, effectuate and implement the provisions of that Agreementand of this Article and every share holder of the Company shallbe deemed to have become a member of the Company on theforegoing basis. It shall be deemed to be an integral condition ofthese Articles that the Company shall possess the property rights,powers and privileges and be subject to the duties, liabilities andobligations specified in the said Agreement and it shall be noobjection to the said Agreement that the Directors stand in afiduciary position to the Company or that its Board of Directorsdoes not in the circumstances constitute an independent Board.

CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

3. Deleted

In terms of the Resolution passed at the Extraordinary GeneralMeeting held on 11th March 1991.

4. The Company in General Meeting may, from time to time by anordinary resolution increase the capital by the creation of newshares, such increase to be of such aggregate amount and to bedivided into shares of such respective amounts as the resolutionshall prescribe. Subject to the provisions of the Act, any sharesof the original or increased capital shall be issued upon such termsand conditions and with such rights and privileges annexedthereto, as the General Meeting resolving upon the creationthereof, shall direct, and if no direction be given, as the Directorsshall determine and in particular, such shares may be issued witha preferential or qualified right to dividends, and in the distributionof assets of the Company, and with a right of voting at GeneralMeeting of the Company in conformity with the Act or anystatutory modifications or enactment thereof. Whenever the capitalof the Company has been increased under the provisions of thisArticle, the Directors shall comply with the provisions of the Actor any statutory modifications or enactment thereof.

Use of word Esab as part of theCompany’s name

Increase of capital by the Companyand how carried into effect

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5. Except so far as otherwise provided by the conditions of issue orby these presents, any capital raised by the creation of new sharesshall be considered as part of the existing capital, and shall besubject to the provisions herein contained, with reference to thepayment of calls and instalments, forfeiture, lien, surrender,transfer and transmission, voting and otherwise.

6. Subject to the provisions of the Act or any statutory modificationor re-enactment thereof, the Company shall have the power toissue Preference Shares which are or at the option of the Companyare liable to be redeemed and there solution authorising such issueshall prescribe the manner, terms and conditions of redemption.

7. On the issue of Redeemable Preference Shares under theprovisions of Article 6 hereof the following provisions shall takeeffect :(a) no such shares shall be redeemed except out of the profits

of the Company which would otherwise be available fordividend or out of the proceeds of a fresh issue of sharesmade for the purpose of the redemption;

(b) no such shares shall be redeemed unless they are fully paid;(c) where any such shares are redeemed otherwise than out of

the proceeds of a fresh issue, there shall out of profits whichwould otherwise have been available for dividend, betransferred to a reserve fund, to be called the "CapitalRedemption Reserve Account", a sum equal to the nominalamount of the shares redeemed and the provisions of theAct relating to the reduction of the share capital of theCompany shall, except as provided in the Act or anystatutory modification or re-enactment thereof, apply as ifthe Capital Redemption Reserve Account were paid-upshare capital of the Company.

(d) (i) in case of such class of Companies as may beprescribed and whose financial statement comply withthe accounting standards prescribed for such class ofCompanies under the provisions of the Act, thepremium, if any, payable on redemption shall beprovided for out of the profits of the Company beforethe shares are redeemed.Provided also that premium, if any, payable onredemption of any preference shares issued on orbefore the commencement of this Act, by any suchCompany shall be provided for out of the profits of theCompany or out of the Company's Securities PremiumAccount before such shares are redeemed.

(ii) In a case not falling under subclause (i) above, thepremium, if any, payable on redemption shall beprovided for out of the profits of the Company or outof the Company's Securities Premium Account beforesuch shares are redeemed.

8. The Company shall have the power to issue CumulativeConvertible Preference Shares subject to the guidelines issued bythe Government of India in this behalf and the resolutionauthorising such issue shall prescribe the manner, terms andconditions of conversion.

New capital same as existing capital

Redeemable Preference Shares

Provisions to apply on issue ofRedeemable Preference Shares

Cumulative Convertible PreferenceShares

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9. The Company may (subject to the provisions of the Act or anystatutory modification or re-enactment thereof), from time to timeby Special Resolution, reduce its capital and any CapitalRedemption Reserve Account or Premium Account in any mannerfor the time being authorised by law, and in particular capitalmaybe paid off on the footing that it may be called upon againor otherwise. This Article is not to derogate from any power theCompany would have if it were omitted.

10. Subject to the provisions of the Act the Company in generalmeeting may, from time to time, sub-divide or consolidate all orany of its share capital into shares of larger amount than itsexisting shares or subdivided its share, or any of them into sharesof smaller amount than is fixed by the Memorandum; subjectnevertheless to the provisions of the Act or any statutorymodification or re-enactment thereof; and the resolution whereby any share is subdivided, may determine that, as between theholders of the shares resulting from such sub-division one or moreof such shares have some preference or special advantages asregards dividend capital or otherwise over as or as compared withthe others or other subject as aforesaid the Company in generalmeeting may also cancel shares which have not been taken oragreed to be taken by any person and diminish the amount of itsshare capital by the amount of the shares so cancelled.

Notwithstanding anything to the contrary contained in theseArticles, the Company shall have the power, subject to and inaccordance with all applicable provisions of the Companies Act,2013, SEBI Regulation, 1998 including any statutorymodification(s) or reenactment there for the time being in force,to purchase or buy-back any of its own shares or other securities.

11. If at any time the share capital by reason of the issue of preferenceshares or otherwise, is divided into different classes of shares allor any of the right and privileges attached to any class may,subject to the provisions of the Act and whether or not theCompany is being wound up, be varied, modified, commuted,affected or abrogated with the consent in writing of the holdersof three-fourths of the issued shares of that class or with thesanction of a special resolution passed at a separate generalmeeting of the holders of the shares of that class. This Article shallnot derogate from any power which the Company would have ifthis article were omitted. The provisions of these Article relatingto general meetings shall mutatis mutandis apply to every suchseparate meeting but so that if at any adjourned meeting of suchholders a quorum as defined hereinafter is not present, thosepersons who are present shall be quorum.

12. The Company shall cause to be kept a Register and Index ofMembers in accordance with all applicable provisions of the Actand the Depositories Act and the rules made thereunder from timeto time with details of shares held in material and dematerializedforms in any media as may be permitted by law including in anyform of electronic media. The Company shall be entitled to keep

Reduction of Capital

Sub-divison consolidation andcancellation of shares

Modification of rights

Register and Index of Members

6

in any state or country outside India a branch Register of Membersresident in that state or country.

13. The shares in the capital shall be numbered progressivelyaccording to their several denominations provided however, thatthe provision relating to progressive numbering shall not applyto the shares of the Company which are dematerialized or maybe dematerialized in future or issued in future in dematerializedform except in the manner herein before mentioned, no share shallbe sub-divided every forfeited or surrendered share held inmaterial form shall continue to bear the number by which thesame was originally distinguished.

13A. Notwithstanding anything contained herein the Company shall beentitled to dematerialize its existing shares, rematerialise its sharesheld in the depositories and or to offer its fresh shares in adematerialized form pursuant to the Depositories Act and theRules framed thereunder, if any.

14. (a) Where at any time after the expiry of two years from theformation of the Company or at any time after the expiryof one year from the allotment of shares in the Companymade for the first time after its formation whichever isearlier it is proposed to increase the subscribed capital ofthe Company by allotment of further share, whether out ofunissued share capital or out of increased share capital, thensuch further shares shall be offered to the persons who atthe date of the offer, are holders of the equity shares of theCompany, in proportion, as nearly as circumstances admit,to the capital paid up on these shares at that date. Such offershall be on these shares at that date. Such offer shall bemade by a notice specifying the number of shares offeredand limited a time not being less than fifteen days from thedate of the offer within which the offer, if not accepted, willbe deemed to have been declined. After the expiry of thetime specified in the notice aforesaid or on receipt of earlierintimation from the person to whom such notice is giventhat he declines to accept the shares offered, the Board maydispose of them in such manner as they think mostbeneficial to the Company.

Provided that where securities are dealt with by adepository, the Company shall intimate the details thereofof the Depository immediately on allotment of suchsecurities.

(b) Notwithstanding anything contained in the precedingsub-clause, the Company may:

(i) By special resolution or

(ii) Where no such special resolution is passed if the votescast in favour of the proposal contained in theresolution moved in that general meeting (including thecasting vote, if any, of the Chairman) by members who,being entitled so to do, vote in person, or where proxiesare allowed, by proxy, exceed the votes, if any, castagainst the proposal by members so entitled and voting

Shares to be numbered progressivelyand no share to be sub-divided

Dematerialisation / Rematerialisationof Shares

Further issue of capital

7

and the Central Government is satisfied, on anapplication made by the Board of Directors in thisbehalf, that the proposal is most beneficial to theCompany.

Offer further shares to any person or persons, and suchperson or persons may or may not include the personswho at date of the offer, are the holders of the equityshares of the Company.

(c) Notwithstanding anything contained in sub-clause (a) above,or persons may or may not include (a) above, but subject,however, to the provisions of the Act, the Company mayincrease its subscribed capital on exercise of an optionattached to the debentures issued or loans raised by theCompany to convert such debenture or loans into shares orto subscribe for shares in the Company.

15. Subject to the provisions of these articles and of the Act, the shares(including any shares forming part of any increased capital of theCompany) shall be under the control of the Directors, who mayallot or otherwise dispose of the same to such persons in suchproportion on such terms and conditions and at such time as theDirectors think fit and subject to the sanction of the Company inGeneral with full power, to give any person the option to call foror be allotted shares of any class of the Company either (subjectto the provisions of the Act) at a premium or at par or at a discountand such option being exercisable for such time and for suchconsideration as the Directors think fit. The Board shall cause tobe filed the returns as to allotment provided for under the Act.

16. In addition to and without derogating from the powers for thatpurpose conferred on the Board under Articles 14 and 15, theCompany in general meeting may, subject to the provisions ofthe Act, determine that any shares (whether forming part of theoriginal capital or of any increased capital of the Company) shallbe offered to such person (whether members or not) in suchproportion and on such terms and conditions and either (subjectto compliance with the provisions of the Act) at a premium or atpar or at a discount, as such general meeting shall determine andwith full power to give any person (whether a member or not)the option to call for or be alloted shares of any class of theCompany either (subject to compliance with the provisions of theAct) at a premium or at par or at a discount, such option beingexercisable at such times and for such consideration as may bedirected by such General Meeting or the Company in generalmeeting may make any other provision whatsoever for the issue,allotment or disposal of any shares.

17. Any application signed by or on behalf of an applicant for sharesin the Company, followed by an allotment of any share therein,shall be an acceptance of shares within the meaning of theseArticles, and every person who thus or otherwise accepts anyshares and whose name is on the Register shall for the purposesof these Articles, be a Member.

Shares under Control of Directors

Power also to Company in GeneralMeeting to issue shares

Acceptance of shares

8

18. The money (if any) which the Board shall, on the allotment ofany shares being made by them, require or direct to be paid byway of deposit, call or otherwise, in respect of any shares allottedby them, shall immediately on the insertion of the name of theallottee in the Register of Members as the name of the holder ofsuch shares, become a debt due to and recoverable by theCompany from the allottee thereof, and shall be paid by himaccordingly.

19. Every member, or his heirs, executors or administrators, officialassignees, receiver or liquidator shall pay to the Company theportion of the capital represented by his share or shares whichmay, for the time being, remain unpaid thereon, in such amounts,at such time or times, and in such manner as the Board shall, fromtime to time in accordance with the Company's regulations,require or fix for the payment thereof.

20. (a) Every member or allottee of shares shall be entitled withoutpayment, to receive one certificate specifying the name ofthe person in whose favour it is issued, the shares to whichit relates and the amount paid-up thereon. Such certificateshall be issued only on pursuance of a resolution passed bythe Board on surrender to the Company of its letter ofallotment or its fraction or coupons of requisite value, savein cases of issue against letters of acceptance or ofrenunciation or in cases of issue of bonus shares. Every suchcertificate shall be issued under the seal of the Company,which shall be affixed in the presence of two Directors orperson acting on behalf of the Directors under dulyregistered power of attorney and the secretary or some otherperson appointed by the Board for the purpose, and twoDirectors or their attorney and the secretary or other personshall sign the share certificate, provided that if thecomposition of the Board is such that, the said two Directorsshall be a person other than a managing or a whole-timeDirector. Particulars of every share certificate issued shallbe entered in the Register of Members against the name ofthe person to whom it has been issued, indicating the dateof issue. Provided however, no share certificate/(s) shall beissued for shares held in a Depository.

(b) Any two or more joint allottees of a share shall, for thepurpose of this article, be treated as a single member, andthe certificate of any share, which may be the subject ofjoint ownership, may be delivered to anyone of such jointowners on behalf of all of them. For any further certificatethe Board shall be entitled, but shall not be bound, toprescribe a charge not exceeding Rupee one. The Companyshall comply with the provisions of the Act.

(c) A Director may sign a share certificate by affixing his signaturethere on by means of any machine, equipment or othermechanical means, such as engraving in metal or lithography,but not by means of a rubber stamp, provided that the Directorshall be responsible for the safe custody of such machine,equipment or other material used for the purpose.

Deposit and call etc. to be a debtpayable immediately

Liability of Members

Share Certificate

9

21. (a) No certificate of any share or shares shall be issued eitherin exchange for those which are sub-divided or consolidatedor in replacement of those which are defaced, torn or old,decrepit, worn out of where the cages on the reverse forrecording transfers have been duly utilized, unless thatcertificate in lieu of which it is issued is surrendered to theCompany.

(b) When a new share certificate has been issued in pursuanceof clause (a) of this Article, it shall state on the face of itand against the stub or counterfoil to the effect that it is"issued in lieu of share certificate No. sub-divided/replaced/on consolidation of shares".

(c) If a share certificate is lost or destroyed, a new certificatein lieu thereof shall be issued only with the prior consentof the Board and on such terms, if any, as to evidence andindemnity as to the payment of out of pocket expensesincurred by the Company in investigating evidence, as theBoard thinks fit.

(d) When a new share certificate has been issued in pursuanceof clause (c) of this Article, it shall state on the face of itand against the stub or counterfoil to the effect that it is"duplicate issued in lieu of share certificate No. The word"Duplicate" shall be stamped or punched in bold lettersacross the face of the share certificate.

(e) Where a new Share certificate has been issued in pursuanceof clause (a) or clause (c) of this Article, particulars of everysuch share certificate shall be entered in a Register ofRenewed and Duplicate Certificates indicating against thenames of the persons to whom the certificate is issued, thenumber and date of issue of the share certificate in lieu ofwhich the new certificate is issued, and the necessarychanges indicated in the Register of Members by suitablecross reference in the "Remarks" column.

(f) All blank forms to be issued for issue of share certificatesshall be printed and the printing shall be done only on theauthority of a resolution of the Board. The blank forms shallbe consecutively machine numbered and the forms and theblocks, engravings, facsimiles and hues relating to theprinting of such forms shall be kept in the custody of theSecretary or of such other person as the Board may appointfor the purpose; and the Secretary or the other personaforesaid shall be responsible for rendering an account ofthese forms to the Board.

(g) The Managing Director of the Company for the time beingor if the Company has no Managing Director, every Directorof the Company shall be responsible for the maintenance,preservation and safe custody of all books and documentsrelating to the issue of share certificates except the blankforms of shares certificates referred to in sub-Article (f).

Renewal of Share Certificate

10

(h) All books referred to in sub-Article (g) shall be preservedin good order permanently.

22. If any share stands in the names of two or more persons, theperson first named in the Register shall as regard receipts ofdividends or bonus or service of notices and all or any other matterconnected with the Company, except voting at meetings, and thetransfer of the shares be deemed the sole holder thereof but thejoint-holders of a share shall be severally as well as jointly liablefor the payment of all instalments and calls due in respect of suchshare and for all incidents thereof according to the Company'sregulations.

23. Except as ordered by a Court of competent jurisdiction or as bylaw required, the Company shall not be bound to recognise anyequitable, contingent, future or partial interest in any share or(except only as is by these Articles otherwise expressly provided)any right in respect of a share other than an absolute right thereto,in accordance with these Articles, in the person from time to timeregistered as the holder thereof; but the Board shall be at libertyat their sole discretion to register any share in the joint names ofany two or more persons or the survivor or survivors of them.

24. (a) Notwithstanding anything herein contained a person whosename is at any time entered in the Register of Members ofthe Company as the holder of a share in the Company, butwho does not hold the beneficial interest in such share, shallwithin such time and in such forms as may be prescribed,make a declaration to the Company, specifying the nameand other particulars of the person or persons who hold thebeneficial interest on such share in the manner provided inthe Act;

(b) A person who holds a beneficial interest in a share or a classof shares of the Company shall, within the time prescribed,after his becoming such beneficial owner, make adeclaration to the Company specifying the nature of hisinterest, particulars of the person in whose name theshares stand in the Register of Members of the Companyand such particulars as may be prescribed and as providedin the Act;

(c) Whenever there is a change in the beneficial interest in ashare referred to above, the beneficial owner shall, withinthe time prescribed from the date of such change make adeclaration to the Company in such form and containingsuch particulars as may be prescribed as provided in the Act;

(d) Notwithstanding anything contained in Article 23 hereof,where any declaration referred to above is made to theCompany, the Company shall make a note of suchdeclaration in the Register of Members and file within thetime prescribed from the date of receipt of the declarationare turn in the prescribed form with the Registrar withregard to such declaration.

The first named of joint-holdersdeemed sole holder

Company not bound to recognise anyinterest in share other than ofregistered holder

Declaration by person not holdingbeneficial interest in any shares

11

25 A. The Company shall not give whether directly or indirectlyand whether by means of loan, guarantee, the provision ofsecurity or otherwise, any financial assistance for thepurpose of or in connection with a purchase or subscriptionmade or to be made by any person of or any shares in theCompany or in its holding company.

B. (1) Notwithstanding anything contained in the Act, butsubject to provision of the Act, the Company maypurchase its own shares or other specified securities(hereinafter referred as buyback) out of

(i) its free reserves; or(ii) the securities premium account; or(iii) the proceeds of any shares or other specified

securities.

Provided that no buy back of any kind of shares orother specified Securities shall be made out of theproceeds of an earlier issue of the same kind of sharesor same kind of other specified securities.

Provided further that the buy back of equity shares inany financial year shall not exceed twentyfive percent,of its paid up equity capital and free reserves in thatfinancial year or such other percentage as may bepermissible pursuant to any amendment to the Act.

(2) The ratio of the aggregate of secured and unsecureddebts owed by the Company is not more than twice thepaid-up capital and its free reserves after such buybackor at such ratio as may be fixed by the CentralGovernment from time to time in this regard;

Explanation: For the purpose of this article, theexpression ‘debt’, includes all amounts of unsecuredand secured debts.

(3) All the shares or other specified securities for buybackshall be fully paid-up;

(4) The buyback of shares or other specified securitieslisted on the recognized stock exchange shall be madein accordance with the regulations made by SEBI inthis behalf from time to time.

(5) The buyback in respect of shares or other specifiedsecurities other than those specified in Clause (4) is inaccordance with such rules as may be prescribed inthe Act.

26. Subject to the provisions of Table F of the Act, the Company mayexercise the powers of paying commissions conferred by the Act,provided that the rate per cent or the amount of the commissionpaid are agreed to be paid, shall be disclosed in the mannerrequired by that Section and rules made thereunder. The rate oramount of the commission shall not exceed the rate or amountprescribed in Rules made under the Act. The Commission may

Amended vide Special Resolution passed by the Shareholders at the Annual General Meeting heldon 22 April 2009

Funds of Company may not beapplied in purchase of shares of theCompany

Buy back of shares and otherspecified securities

Commission may be paid

12

be satisfied by the payment of cash or the allotment of fully orpartly paid shares or partly in the one way and partly in the other.

CALLS

27. The Board may, from time to time subject to the terms on whichany shares may have been issued and subject to the conditionsof allotment, by a resolution passed at a meeting of the Board(and not by circular resolution) make such call as it thinks fit uponthe members in respect of all money unpaid on the shares heldby them respectively and each member shall pay the amount ofevery call so made on him to the persons and at the time andplaces appointed by the Board. A call may be made payable byinstalments.

Provided that no call shall exceed 1/4th of the Nominal Value ofthe share or be payable at less than one month from the date fixedfor the payment of the last preceding call.

28. Not less than fourteen days notice in writing of any call shall begiven by the Company specifying the time and place of payment,and the person or persons to whom such call shall be paid.

29. A call shall be deemed to have been made at the time when theresolution authorising such call was passed at a meeting of theBoard.

30. A call may be revoked or postponed at the discretion of the Board.

31. The joint-holders of a share shall be jointly and severally liableto pay all calls in respect thereof.

32. The Board may, from time to time at the discretion, extend thetime fixed for the payment of any call, and may extend such timeas to all or any of the members who from residence at a distanceor other cause, the Board may deem fairly entitled to suchextension but no member shall be entitled to such extension saveas a matter of grace and favour.

33. If any member fails to pay any call due from him on the dayappointed for payment thereof; or any such extension thereof asaforesaid, he shall be liable to pay interest on the same from theday appointed for the payment thereof to the time of actualpayment at such rate as shall from time to time be fixed by theBoard or as prescribed under the Act, but nothing in this Articleshall render it obligatory for the Board to demand or recover anyinterest from any such member.

34. Any sum, which by the terms of issue of a share becomes payableon allotment or at any fixed date, whether on account of the nominalvalue of the share or by way of premium, shall for the purposes ofthese Articles be deemed to be a call duly made and payable onthe date on which by the terms of issue of the same becomespayable, and in case of non-payment all the relevant provisions ofthese Articles as to payment of interest and expenses, forfeiture orotherwise shall apply as if such sum had become payable by virtueof a call duly made and notified.

Directors may make calls

Notice of calls

Calls to date from resolution

Call may be revoked or postponed

Liability of joint-holders

Directors may extend time

Calls to carry interest

Sums deemed to be calls

13

35. On the trial or hearing of any action or suit brought by theCompany against any member or his representatives for therecovery of any money claimed to be due to the Company inrespect of his shares, it shall be sufficient to prove that the nameof the member in respect of whose shares the money is sought tobe recovered, appears entered on the Register of Members as theholder, at or subsequently to the date at which the money is soughtto be recovered or is alleged to have become due on the sharesin respect of which such money is sought to be recovered; thatthe resolution making the call is duly recorded in the MinuteBook; and that notice of such call was duly given to the memberor his representatives sued in pursuance of these Article; and thatit shall not be necessary to prove the appointment of the Directorswho made such call, nor that a quorum of Directors was presentat the Board at which any call was made, or that the meeting atwhich any call was made was duly convened or constituted norany other matters whatsoever, but the proof of the matter aforesaidshall be conclusive evidence of the debt.

36. Neither the receipt by the Company of a portion of any moneywhich shall from time to time be due from any member to theCompany in respect of his shares, either by way of principal orinterest, nor any indulgence granted by the Company in respectof the payment of any such money, shall preclude the Companyfrom thereafter proceeding to enforce a forfeiture of such sharesas hereinafter provided.

37. (a) The Board may, if it thinks fit, agree to and receive fromany member willing to advance the same, all or any part ofthe amounts of his respective shares beyond the sums,actually called up and upon the money so paid in advance,or upon so much thereof, from time to time and at any timethereafter as exceeds the amount of the calls then madeupon and due in respect of the shares on account of whichsuch advances are made the Board may pay or allowinterest, at such rate as the member paying the sum inadvance and the Board agree upon. The Board may agreeto repay at any time any amount so advanced or may at anytime repay the same upon giving to the member threemonths' notice in writing: Provided that moneys paid inadvance of calls on any shares may carry interest but shallnot confer a right to dividend or to participate in profits.

(b) No member paying any such sum in advance shall beentitled to voting rights in respect of the money so paid byhim until the same would but for such payment becomepresently payable.

LIEN

38. The Company shall have a first and paramount lien upon all theshares (other than fully paid up shares) registered in the name ofeach member (whether solely or jointly with others) and upon theproceeds of sale thereof, for all moneys (whether presently payable

Proof on trial of suit for money dueon shares

Partial payment not to precludeforfeiture

Payment in anticipation of calls maycarry interest

Company to have lien on shares

14

or not) called or payable at a fixed time in respect of such shares,and no equitable interest in any shares shall be created except uponthe footing and upon the condition that Article 23 hereof is to havefull effect. Any such lien shall extend to all dividends/bonus sharesfrom time to time declared in respect of such shares. Unlessotherwise agreed the registration of a transfer of shares shall operateas a waiver of the Company's lien, if any, on such shares.

39. For the purpose of enforcing such lien the Board may sell theshares subject thereto in such manner as they shall think fit, andfor that purpose may cause to be issued a duplicate certificate inrespect of such shares and may authorise one of their number toexecute a transfer thereof on behalf of and in the name of suchmember. No sale shall be made until such period as aforesaid shallhave arrived, and until notice in writing of the intention to sellshall have been served on such member or his representatives anddefault shall have been made by him or them in payment,fulfilment, or discharge of such debts, liabilities or engagementsfor fourteen days after such notice.

40. The net proceeds of any such sale shall be received by theCompany and applied in or towards payment of such part of theamount in respect of which the lien exists as is presently payableand the residue, if any, shall (subject to a like lien for sums notpresently payable as existed upon the shares before the sale) bepaid to the persons entitled to the shares at the date of the sale.

FORFEITURE OF SHARES41. If any member fails to pay any call or instalment of a call on or

before the day appointed for the payment of the same or any suchextension thereof as aforesaid, the Board may at any time thereafter,during such time as the call or instalment remains unpaid, givenotice to him requiring him to pay the same together with anyinterest that may have accrued and all expenses that may have beenincurred by the Company by reason of such non-payment.

42. The notice shall name a day (not being less than fourteen daysfrom the date of the notice) and a place or places on and at whichsuch call or instalment and such interest thereon at such rate asthe Directors shall determine from the day on which such call orinstalment ought to have been paid and expenses as aforesaid areto be paid. The notice shall also state that, in the event of the non-payment at or before the time and at the place appointed, theshares in respect of which the call was made or instalment ispayable, will be liable to be forfeited.

43. If the requirements of any such notice as aforesaid shall not becomplied with, every or any share in respect of which such noticehas been given, may at any time thereafter before payment of allcalls or instalments, interest and expenses due in respect thereof,be forfeited by a resolution of the Board to that effect. Suchforfeiture shall include all dividends declared or any other moneypayable in respect of the forfeited share and not actually paidbefore the forfeiture.

As to enforcing lien by sale

Application of proceeds of sale

If money payable on share not paidnotice to be given to Member

Terms of notice

In default of payment shares to beforefeited

15

44. When any share shall have been so forfeited notice of theforfeiture shall be given to the member in whose name it stoodimmediately prior to the forfeiture, and an entry of the forfeiture,with the date thereof, shall forthwith be made in the Register ofMembers, but no forfeiture shall be in any manner in validatedby any omission or neglect to give such notice or to make anysuch entry as aforesaid.

45. Any share so forfeited shall be deemed to be the property of theCompany, and may be sold, reallotted, or otherwise disposed of,either to the original holder thereof or to any other person, uponsuch terms and in such manner as the Board shall think fit.

46. Any member whose shares have been forfeited shallnotwithstanding the forfeiture, be liable to pay and shall forthwithpay to the Company, on demand all calls, instalments, interest andexpenses owing upon or in respect of such shares at the time ofthe forfeiture, together with interest thereon from the time of theforfeiture until payment, at such rate not exceeding fifteen percentper annum as the Board may determine and the Board mayenforce the payment thereof, if it thinks fit.

47. The forfeiture of share shall involve extinction, at the time of theforfeiture, of all interest in and all claims and demands againstthe Company in respect of the share and all other rights incidentalto the share, except only such of those rights as by these articlesare expressly saved.

48. A declaration in writing that the declarant is a Director orSecretary of the Company and that a share in the Company hasbeen duly forfeited in accordance with these articles on a datestated in the declaration, shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to theshares.

49. Upon any sale after forfeiture for enforcing alien in purportedexercise of the powers herein before given, the Board may appointsome person to execute an instrument of transfer of the sharessold and cause the purchaser's name to be entered in the registerin respect of the share sold, and the purchaser shall not be boundto see to the regularity of the proceedings, or to the applicationof the purchase money, and after his name has been entered inthe register in respect of such shares, the validity of the sale shallnot be impeached by any person and the remedy of any personaggrieved by the sale shall be in damages only and against theCompany exclusively.

50. Upon any sale, re-allotment of other disposal under the provisionsof the preceding Articles, the certificate or certificates originallyissued in respect of the relative shares shall (unless the same shallon demand by the Company have been previously surrenderedto it by the defaulting member) stand cancelled and become nulland void and of no effect and the directors shall be entitled toissue a duplicate certificate or certificates in respect of the saidshares to the person or persons entitle thereto.

Notice of forfeiture to a Member

Forfeited shares to be property of theCompany and may be sold etc.

Member still liable to pay moneyowing at time of forfeiture andinterest

Effect of forfeiture

Evidence of forfeiture

Validity of sale under Articles 39 and45

Cancellation of share Certificate inrespect of forfeited shares

16

51. The board may at any time before any share so forfeited shallhave been sold, reallotted or otherwise disposed of, annul theforfeiture thereof upon such conditions as it thinks fit.

52. The company shall keep a 'Register of Transfers" and there inshall be fairly and distinctly entered particulars of every transferor transmission of any share held in material form.

52A. In the case of transfer and transmission of shares or othermarketable securities where the Company has not issued anycertificates and where such shares or securities are being held inany electronic and fungible form in a depository, the provisionsof the Depository, the provisions of the Depositories Act shallapply.

53. Shares in the Company may be transferred by an instrument inwriting in the prescribed form and shall be duly stamped anddelivered to the Company within the prescribed period.

54. The instrument of transfer duly stamped and executed by thetransferor and the transferee shall be delivered to the Companyin accordance with the provision of the Act. The instrument oftransfer shall be accompanied by such evidence as the Board mayrequire to prove the title of transferor and his right to transfer theshares and every registered instrument of transfer shall remainin the custody of the Company and will be destroyed by order ofthe Board. The transferor shall be deemed to be the holder of suchshares until the name of the transferee shall have been entered inthe register of members in respect thereof. Before the registrationof a transfer the certificate or certificates of the shares must bedelivered to the Company.

Provided however, nothing contained under the provisions of theAct or these articles shall apply to a transfer of securities effectedby a transferor and transferee both of whom are entered asbeneficial owners in the records of a depository.

55(a) 1) Every holder of share(s) of the Company, so entitled underthe act and rules framed thereunder, may at any time,nominate in the manner prescribed under the Act, a personto whom his share(s) of the Company shall vest in the eventof his death.

2) Where the share(s) of the Company, are held by more thanone person jointly, the joint holders so entitled under theAct and Rules framed thereunder, may together nominate,in the manner prescribed under the Act, a person to whomall the rights in the share(s) of the Company, shall vest inthe event of death of all joint holders.

3) Notwithstanding anything contained in any other law for thetime being in force or in these Articles or in any dispositionwhether testamentary or otherwise. In respect of suchshare(s) of the Company, where a nomination made in themanner prescribed under the act, purports to confer on anyperson the right to vest the share(s) of the Company. The

Power to annul forfeiture

Register of Transfers

Transfer and Transmission of Shareheld in electronic form

Form of transfer

Transfer form to be completed andpresented to the company

Nomination

17

nominee shall, on the death of the single share holderconcerned or on the death of all the joint holders, as thecase may be, become entitled to all the rights in relation tosuch share(s) to the exclusion of all other person, unless thenomination is varied or cancelled in the manner prescribedunder the Act.

4) Where the nominee is a minor, the holder of the share(s)of the Company, can make a nomination in the mannerprescribed under the Act, to appoint any person as a trusteeto become entitled to the share(s) of the Company, in theevent of his death, during the minority.

56. The board shall have power on giving previous notice byadvertisement in some newspaper circulating in the district inwhich the office of the Company is situate as may be prescribedunder the Act or any statutory modification or re-enactmentthereof, to close the transfer books, the register of members orregister of Debentureholders at such time or times and for suchperiod or periods, in each year, as may be prescribed under theAct.

57. Subject to the provisions of the Act, the Board, may at its ownabsolute and uncontrolled discretion and without assigning anyreason, decline to register or acknowledge any transfer of shares,whether, fully paid or not (notwithstanding that the proposedtransferee be already a member), but in such case, it shall, withinone month from the date on which the instrument of transfer waslodged with the Company send to the transferee and the transferor,notice of the refusal to register such transfer. Provided thatregistration of a transfer shall not be refused on the ground ofthe transferor being either alone or jointly with any other personor persons indebted to the Company on any account whatsoeverexcept a lien on the shares.

58. Where, in the case of partly paid shares, an application forregistration is made by the transferor, the Company shall givenotice of the application to the transferee in accordance with theprovisions of the act.

59. In case of the death of any one or more of the persons named inthe Register of Members as the joint holders of any share, thesurvivor or survivors shall be the only persons recognized by theCompany as having any title to or interest in such share, butnothing herein contained shall be taken to release the estate of adeceased joint- holder from any liability on shares held by himjointly with any other person.

60. The executors or administrators or holders of a successioncertificate or the legal representatives / a nominee of a deceasedmember (not being one or two or more joint-holders) shall be theonly persons recognised by the Company as having any title tothe shares registered in the name of such member, and theCompany shall not be bound to recognise such executors oradministrators or holders of a Succession Certificate or the legal

Transfer books and register ofmembers when closed

Directors may refuse to registertranfers

Notice of application when to begiven

Death of one or more joint-holder ofshares

Title to shares of deceased member

18

representatives unless such executors or administrators or legalrepresentatives shall have first obtained Probate or Letters ofAdministration or Succession Certificate, as the case may be, froma duly constituted Court in the 'Union of India' provided that inany case where the Board in its absolute discretion thinks fit, theBoard may dispense with production of Probate or Letters ofAdministration or Succession Certificate, upon such terms as toindemnity or otherwise as the Board in its absolute discretion maythink necessary and under Article 62 register the name of anyperson who claims to be absolutely entitled to the shares standingin the name of a deceased member, as a member. Similarly in thecase of insolvency or bankruptcy of a member and upon windingup or liquidation of a body corporate which is a member of thisCompany the Official Assignee, Liquidator or Receiver appointedby a duly constituted court in the Union of India shall be the onlyperson recognised by the Company as having title to the shareregistered in the name of such member.

61. No share shall in any circumstances be transferred to any infant,insolvent or person of unsound mind.

62. Subject to the provisions of the Act and Articles 59 and 60 anyperson becoming entitled to shares in consequences of the death,lunacy, bankruptcy or insolvency of any member, or by any lawfulmeans other than by a transfer in accordance with these Articles,may, with the consent of the Board (which it shall not be underany obligation to give), upon producing such evidence that hesustains the character in respect of which he proposes to act underthis Article or of such title as the Board thinks sufficient, eitherby registering himself as the holder of the shares or elect to havesome person nominated by him and approved by the Boardregistered as such holder; provided nevertheless, that if suchperson shall elect to have his nominee registered he shall testifythe election by executing in favour of his nominee an instrumentof transfer in accordance with the provisions herein contained anduntil he does so, he shall not be released from any liability inrespect of the shares.

63. A person entitled to a share by transmission shall, subject to theright of the Directors to retain such dividends or money ashereinafter provided, be entitled to receive and may give adischarge for, any dividends or other moneys payable in respectof the share.

64. There shall be paid to the Company, in respect of the transferortransmission of any number of shares to the same party, such feeif any, as the Directors may require.

65. The Company shall incur no liability or responsibility whatsoeverin consequence of its registering or giving effect to any transfer ofshares made or purporting to be made by any apparent legal ownerthereof (as shown or appearing in the Register of Members) to theprejudice of persons having or claiming any equitable right, title orinterest to or in the said shares, notwithstanding that the Company

No transfer to infant, etc.

Registration of persons entitled toshares otherwise than by transfer

Persons entitled may receive dividendwithout being registered as Member

Fee on transfer or transmission

Company not liable for disregard of anotice prohibiting registration of atransfer

19

may have had notice of such equitable right, title or interest or noticeprohibiting registration of such transfer, and may have entered suchnotice, or referred thereto, in any book of the Company and theCompany shall not be bound or required to regard or attend or giveeffect to any notice which may be given to it of any equitable right,title or interest, or be under any liability whatsoever for refusing orneglecting so to do though it may have been entered or referred to itsome book of the Company, but the Company shall nevertheless beat liberty to regard and attend to any such notice and give effectthereto if the Board shall so think fit.

COPIES OF MEMORANDUM AND ARTICLESTO BE SENT TO MEMBERS

66. Copies of the Memorandum and Articles of Association of theCompany and other documents referred to under the provisionsof the Act shall be sent by the Company to every member at hisrequest within seven days of the request on payment of such feeas may be prescribed under the Act for each copy.

BORROWING POWERS67. Subject to the provisions of the Act the Board may, from time to

time at its discretion by, a resolution passed at a meeting of theBoard, accept deposits from members either in advance of callsor otherwise and generally raise or borrow or secure the paymentof any sum or sums of money for the purposes of the Company.Provided, however where the moneys to be borrowed togetherwith the moneys already borrowed (apart from temporary loansobtained from the Company's bankers in the ordinary course ofbusiness) exceed the aggregate of the paid up capital of theCompany and its free reserves (not being reserves set apart forany specific purpose) the Board shall not borrow such moneyswithout the consent of the Company in General Meeting.

68. Subject to the provisions of Article 67 hereof, the payment orrepayment of moneys borrowed as aforesaid may be secured insuch manner and upon such terms and conditions in all respectsas the Special Resolution shall prescribe including by the issueof debentures or debenture-stock of the Company, charged uponall or any part of the property of the Company (both present andfuture), including its uncalled capital for the time being anddebentures, debenture-stock and other securities may be madeassignable free from any equities between the Company and theperson to whom the same may be issued.

69. Any debentures, debenture-stock or other securities may be issuedat a discount, premium or otherwise and may be issued oncondition that they shall be convertible into shares of anydenomination, and with privileges and conditions as toredemption, surrender, drawing, allotment of shares and attending(but not voting) at general meetings, appointment of Directors andotherwise. Debentures with the right to conversion into orallotment of shares shall be issued only with the consent of theCompany in general meeting accorded by a Special Resolution.

Copies of Memorandum & Articlesof Association to be sent by theCompany

Power to borrow

Payment or repayment of moneyborrowed

Terms of issue of Debentures

20

70. The Board shall cause a proper Register to be kept in accordancewith the provisions of the Act of all mortgages, debentures andcharges specifically affecting the property of the Company; andshall cause the requirements of the Act in that behalf to be dulycomplied with, so far as they fall to be complied with by theBoard.

71. The Company shall, if at any time it issues debentures, keep aRegister and Index of Debenture-holders in accordance with theprovisions of the Act. The Company shall have the power to keepin any State or country outside India a branch Register ofDebenture-holders resident in that State or Country.

CONVERSION OF SHARES INTO STOCK ANDRECONVERSION

72. The Company in General Meeting may convert any paid-up sharesinto stock; and when any shares shall have been converted intostock, the several holders of such stock may thenceforth transfertheir respective interest therein, or any part of such interest, inthe same manner and subject to the same regulations as, andsubject to which shares from which the stock arise might havebeen transferred, if no such conversion had taken place, or as nearthereto as circumstances will admit. The Company may at anytime reconvert any stock into paid-up shares of any denomination.

73. The holders of stock shall according to the amount of stock heldby them, have the same rights, privileges and advantages asregards dividends, voting at meetings of the Company, and othermatters, including the right to sell or transfer in whole or in partthe stock held by them, as if they held the shares from which thestock arose; but no such privilege or advantage (exceptparticipation in the dividends and profits of the Company and inthe assets on winding- up) shall be conferred by an amount ofstock which would not, if existing in shares, have conferred thatprivilege or advantage.

MEETING OF MEMBERS

74. The Company shall in each year hold a General Meeting as itsAnnual General Meeting in addition to any other meetings in thatyear. All General Meetings other than Annual General Meetingsshall be called Extra ordinary General Meetings. The first AnnualGeneral Meeting shall be held within nine months from the closeof the first financial year of the Company and thereafter an AnnualGeneral Meeting of the Company shall be held within six monthsafter the expiry of each financial year, provided that not more thanfifteen months shall lapse between the date of one Annual GeneralMeeting and that of the next. Nothing contained in the foregoingprovisions shall be taken as affecting the right conferred upon theRegistrar under the provisions of the Act to extend the time withinwhich any Annual General Meeting may be held. Every AnnualGeneral Meeting shall be called for a time during business hours,on a day that is not a public holiday, and shall be held at the office

Register of Mortgages etc. to be kept

Register and Index of Debenture-holders

Shares may be converted into stock

Right of Stock-holders

Annual General Meeting AnnualSummary

21

of the Company or at some other place within the city in whichthe Office of the Company is situate as the Board may determineand the Notices calling the Meeting shall specify it as the AnnualGeneral Meeting. The Company may in any one Annual GeneralMeeting fix the time for its subsequent Annual General Meetings.Every Member of the Company shall be entitled to attend eitherin person or by proxy and the Auditor of the Company shall havethe right to attend and to be heard at any General Meeting whichhe attends on any part of the business which concerns him asAuditor. At every Annual General Meeting of the Company thereshall be laid on the table the Directors' Report and AuditedStatement of Accounts, Auditors' Report (if not alreadyincorporated in the Audited Statement of Accounts), the ProxyRegister with proxies and the Register of Directors' shareholdingswhich later Register shall remain open and accessible during thecontinuance of the meeting. The Board shall cause to be preparedthe Annual List of Members, Summary of the Share Capital,Balance Sheet and Profit and Loss Account and forward the sameto the Registrar in accordance with provisions of the Act.

75. The Board may, whenever it thinks fit, call an ExtraordinaryGeneral Meeting and it shall do so upon a requisition in writingby any member or members holding in the aggregate not less thanone- tenth of such of the paid-up capital as at that date carriesthe right of voting in regard to the matter in respect of which therequisition has been made.

76. Any valid requisition so made by members must state the objector objects of the meeting proposed to be called, and must besigned by the requisitionists and be deposited at the officeprovided that such requisition may consist of several documentsin like form each signed by one or more requisitionists.

77. Upon receipt of any such requisition, the Board shall forthwithcall an Extraordinary General Meeting, and if they do not proceedwithin twenty-one days from the date of the requisition beingdeposited at the office to cause a meeting to be called on a daynot later than forty-five days from the date of deposit of therequisition, the requisitionists, or such of their number as representeither a majority in value of the paid-up share capital held by allof them or not less than one-tenth of such of the paid-up sharecapital of the Company as is referred to under the provisions ofthe Act, whichever is less, may themselves call the meeting, butin either case any meeting so called shall be held within threemonths from the date of the delivery of the requisition asaforesaid.

78. Any meeting called upon the foregoing articles by therequisitionists shall be called in the same manner, as nearly aspossible, as that in which meetings are to be called by the Board.

79. Twenty-one days' notice at the least of every General Meeting,Annual or Extraordinary, and by whomsoever called specifyingthe day, place and hour of meeting, and the general nature of the

Extraordinary General Meeting

Requisition of Members of Stateobject of meeting

On receipt of requisition Directors tocall meeting and in defaultrequisitionists may do so

Meeting called by requisitions

Twenty-one day’s notice of meetingto be given

22

business to be transacted thereat, shall be given in the mannerhereinafter provided, to such persons as are under these Articlesentitled to receive notice from the Company. Provided that in thecase of an Annual General Meeting with the consent in writingof all the members entitled to vote thereat and in case of any othermeeting, with the consent of members holding not less than 95per cent of such part of the paid-up share capital of the Companyas gives a right to vote at the meeting, a meeting may be convenedby a shorter notice. In the case of an Annual General Meeting, ifany business other than (i) the consideration of the Accounts,Balance Sheets and Reports of the Board of Directors andAuditors, (ii) the declaration of dividend, (iii) the appointment ofDirectors in place of those retiring, (iv) the appointment of, andfixing of the remuneration of the Auditors, is to be transacted andin the case of any other meeting in any event there shall beannexed to the notice of the Meeting a statement setting out allmaterial facts concerning each such item of business, includingin particular the nature of the concern or interest, if any, thereinof every Director, the Manager (if any), Key Managerial Personneland the relatives of such Directors, Manager and Key ManagerialPersonnel. Where any such item of special business related to,or affects any other company, the extent of shareholding interestin other company of every Director, Manager, if any and of everyother Key Managerial Personnel, of the Company shall also beset out in the statement if the extent of such shareholding interestis not less than 2 per cent of the paid-up share capital of that othercompany. Where any item of business consists of the accordingof approval to any document by the meeting, the time and placewhere the document can be inspected shall be specified in thestatement aforesaid.

80. The accidental omission to give any such notice as aforesaid toany of the members, or the non-receipt thereof, shall not invalidateany resolution passed at any such meeting.

81. No General Meeting, Annual or Extraordinary, shall be competentto enter upon discuss or transact any business which has not beenmentioned in the notice or notices upon which it was convened.

82. The quorum for the General Meeting shall be in accordance withthe provisions of the Act, or any statutory modifications orre-enactment thereof.

Number of Members present in person in accordance with theprovisions of the Act, or any statutory modifications orre-enactment thereof, shall be a quorum for a General Meeting.

83. A body corporate, Central Government, State Government, PublicTrustee being members shall be deemed to be personally presentif they are represented in accordance with the provisions of theAct.

84. If, at the expiration of half an hour from the time appointed forholding a meeting of the Company, a quorum shall not be present,the meeting, if convened by or upon the requisition of members,

Omission to give notice not toinvalidate a resolution passed

Meeting not to transact business notmentioned in notice

Quorum at General Meeting

Body Corporate deemed to bepersonally present

If Quorum not present, meeting to bedissolved or adjourned

23

shall stand cancelled, but in any other case the meeting shall standadjourned to the same day in the next week at the same time andplace or such other date and such other time and place in the cityor town in which the office of the Company is for the time beingsituate, as the Board may determine, and if at such adjournedmeeting a quorum is not present at the expiration of half an hourfrom the time appointed for holding the meeting, the memberspresent shall be a quorum and may transact the business for whichthe meeting was called.

85. The Chairman (if any) of the Directors shall be entitled to takethe chair at every General Meeting, whether Annual orExtraordinary. If there be no such Chairman of the Directors, orif at any meeting he shall not be present within fifteen minutesof the time appointed for holding such meeting or if he shall beunable or unwilling to take the chair then the members presentshall elect another Director as Chairman, and if no Director bepresent or if all the Directors present decline to take the Chair,then the members present shall elect one of their number to beChairman.

86. No business shall be discussed at any General Meeting except theelection of a Chairman, whilst the Chair is vacant.

87. The Chairman with the consent of the members or on his ownvolition (suo moto) bonafide in the interest of the meeting mayadjourn any meeting from time to time and from place to place,but no business shall be transacted at any adjourned meetingother than the business left unfinished at the meeting from whichthe adjournment took place, unless a fresh notice is served as perthe provisions of the Act stating therein, the business to betransacted.

88. At any General Meeting a resolution put to the vote of the meetingshall unless a poll is demanded under the provisions of the Actor the voting is carried out electronically be decided on a showof hands by Chairman of the meeting or by any member ormembers present in person or by proxy and holding shares in theCompany which confer a power to vote on the resolution notbeing less than one tenth of the total voting power in respect ofthe resolution or on which an aggregate sum of not less thenRs.5,00,000 or such other higher amount as may be prescribedunder the Act, has been paid up. A declaration by the Chairmanof the meeting of the passing of the resolution or otherwise byshow of hands as provided in the Act and an entry to that effectin the books containing the minutes of the meeting of theCompany shall be conclusive evidence of the fact of passing ofsuch resolution or otherwise.

89. In the case of an equality of votes, the Chairman shall both on ashow of hands and at a poll (if any) have a casting vote in additionto the vote or votes to which he may be entitled as a member.

90. If a poll is demanded as aforesaid the same shall subject to Article92 be taken at such time (not later than fortyeight hours from the

Chairman of General Meeting

Business confined to election ofChairman whilst chair is vacant

Chairman with consent may adjournmeeting

Questions at General Meeting howdecided

Chairman’s casting vote

Poll to be taken if demanded

24

time when the demand was made) and place in the city or townin which the office of the Company is for the time being situateand either by open voting or by ballot, as the Chairman shalldirect, and either at once or after an interval or adjournment, orotherwise, and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded. Thedemand for a poll may be withdrawn at any time by the personor persons who made the demand.

91. Where a poll is to be taken, the Chairman of the meeting shallappoint such number of persons to scrutinise the vote given onthe poll and to report thereon to him. One of the scrutineers soappointed shall always be a member, (not being an officer oremployee of the Company) present at the meeting, provided sucha member is available and willing to be appointed. The Chairmanshall have power at any time before the result of the poll isdeclared to remove a scrutineer from office and fill vacancies inthe office of scrutineer arising from such removal or from anyother cause.

92. Any poll duly demanded on the election of a Chairman of ameeting or any questions of adjustment shall be taken at themeeting forthwith.

93. The demand for a poll except on the question of the election ofthe Chairman and of an adjournment shall not prevent thecontinuance of a meeting for the transaction of any business otherthan the question on which the poll has been demanded.

VOTES OF MEMBERS94. No member shall be entitled to vote either personally or by proxy

at any general meeting or meeting of a class of shareholders eitherupon a show of hands or upon a poll in respect of any sharesregistered in his name on which any calls or other sums presentlypayable by him have not been paid or in regard to which theCompany has and exercised, any right or lien.

95. Subject to the provision of these Articles and without prejudiceto any special privileges, or restrictions as to voting for the timebeing attached to any class of shares for the time being formingpart of the capital of the Company, every member not disqualifiedby the last preceding Article shall be entitled to be present, andto speak and vote at such meeting and on a show of hands everymember present in person shall have one vote and upon a pollthe voting right of every member present in person or by proxyshall be in proportion to his share of the paid-up equity sharecapital of the Company. Provided, however, if any preferenceshare as provided in the provisions of the Act, he shall have aright to vote only on resolutions placed before the meeting whichdirectly, affect the rights attached to his preference shares.

A member may exercise his vote at a meeting by electronic meansin accordance with the Act and shall vote only once.

Provided further, the Depository as a registered owner shall notbe entitled to or exercise any voting rights or any other rights inrespect of shares held by it and the beneficial owner shall be solely

Scrutineers at poll

In what case poll taken forthwith

Demand for poll not to preventtransaction of other business

Members in arrears not to vote

Number of votes of which memberentitled

25

entitled to or exercise all the rights and benefits in respect of suchshares and be subject to all the duties, obligations and liabilitiesin respect of any shares held by a Depository.

96. On a poll taken at a meeting of the Company a member entitledto more than one vote, or his proxy or other person entitled tovote for him, as the case may be need not, if he votes, use all hisvotes or cast in the same way all the votes he uses.

97. A member of unsound mind or in respect of whom an order hasbeen made by any court having jurisdiction in lunacy, may vote,whether on a show of hands or on a poll by his committee or otherlegal guardian and any such committee or guardian may, on pollvote by proxy. If any member be a minor the vote in respect ofhis share or shares shall be by his guardian, or any one of hisguardians if more than one, to be selected in case of dispute bythe Chairman of the meeting.

98. If there be joint registered holders of any shares, any one of suchpersons may vote at any meeting or may appoint another person(whether a member or not) as his proxy in respect of such shares,as if he were solely entitled thereto but the proxy so appointedshall not have any right to speak at the meeting and, if more thanone of the said persons so present whose name stands higher onthe Register shall alone be entitled to speak and to vote in respectof such shares, but the other or others of the joint holders shallbe entitled to be present at the meeting. Several executors oradministrators of a deceased member in whose name shares stand,shall for the purpose of these Articles be deemed joint holdersthereof.

99. Subject to the provision of these Articles votes may be giveneither personally or by proxy. A body corporate, Central or StateGovernment being a member may vote either by a proxy or byrepresentative duly authorised in accordance with the provisionsof the Act and such representatives shall be entitled to exercisethe same rights and powers (including the right to vote by proxy)on behalf of the body corporate authority which he represents asthat body could exercise if it were an individual member. Providedfurther that the shares held by Trustees shall be represented inaccordance with the provisions of the Act and the Public Trusteeentitled to exercise the same rights and powers (including the rightto vote by proxy) on behalf of the trust which he represents as ifhe was an individual member.

100. Any person entitled under Article 62 to transfer any share mayvote at any General Meeting in respect thereof in the same manneras if he were the registered holder of such shares, provided thatforty-eight hours at least before the time of holding the meetingor adjourned meeting, as the case may be, at which he proposesto vote he shall satisfy the Directors of his right to transfer suchshares and give such indemnity (if any) as the Directors mayrequire or the Director shall have previously admitted his rightto vote at such meeting in respect thereof.

Casting of votes by a memberentitled to more than one vote

How members non-composmentisand minor may voice

Votes of joint members

Voting in person or by proxy

Votes in respect of shares of deceasedand insolvent members

26

101. Every proxy (whether a member or not) shall be appointed inwriting under the hand of the appointer or his attorney, or if suchappointer is a body corporate, Central, State Government, underthe common seal of such Corporation or Government or be signedby an officer or any attorney duly authorised by the bodycorporate or the government and any committee or guardian mayappoint such proxy. The proxy so appointed shall not have anyright to speak at the meetings.

102. An instrument of proxy may appoint a proxy either for the purposeof a particular meeting specified in the instrument and anyadjournment thereof or it may appoint for the purpose of everymeeting of the Company, or of every meeting to be held before adate specified in the instrument and every adjournment of anysuch meeting.

103. A member present by proxy shall be entitled to vote only on apoll.

104. The instrument appointing a proxy and the power of attorney orother authority (if any) under which it is signed or a notariallycertified copy of that power of authority, shall be deposited at theoffice not later than forty-eight hours before the time for holdingthe meeting at which the person named in the instrument proposesto vote, and in default the instrument of proxy shall not be treatedas valid. No instrument appointing a proxy shall be valid afterthe expiration of twelve months from the date of its execution.

105. Every instrument of proxy whether for a specified meeting orotherwise shall, as nearly as circumstances will admit, be in anyof the forms set out under the Act.

106. A vote given in accordance with the terms of an instrument ofproxy shall be valid notwithstanding the previous death, insanity,winding up or liquidation of the principal, or revocation of theproxy or of any power of attorney under which such proxy wassigned, or the transfer of the share in respect of which the vote isgiven, provided that no intimation in writing of such event shallhave been received at the office before the meeting.

107. No objection shall be made to the validity of any vote, except atany meeting or poll at which such vote shall be tendered, andevery vote whether given personally or by proxy, not disallowedat such meeting or poll shall be deemed valid for all purposes ofsuch meeting or poll whatsoever.

108. The Chairman of any meeting shall be the sole judge of thevalidity of every vote tendered at such meeting. The Chairmanpresent at the time of taking of a poll shall be the sole judge ofthe validity of every vote tendered at such poll.

MINUTES OF MEETINGS

109. (1) The Company shall cause minutes of all proceedings ofevery General Meeting to be kept by making within thirtydays of the conclusion of every such meeting concerned,

Appointment of proxy

Proxy either for specified meeting orfor a period

Proxy to vote only on a poll

Deposit of instrument of appointment

Form of proxy

Validity of votes given by proxynotwithstanding death of member

Time for objections of votes

Chairman of the meeting to be thejudge of validity of any vote

Minutes of General Meeting andinspection thereof by members

27

entries thereof in books kept for that purpose with theirpages consecutively numbered.

(2) Each page of every such book shall be initialed or signedand the last page of the record of proceedings of eachmeeting in such book shall be dated and signed by theChairman of the same meeting within the aforesaid periodof thirty days or in the event of the death or in ability ofthat Chairman within that period, by a Director dulyauthorised by the Board for the purpose.

(3) In no case the minutes of proceedings of a meeting shallbe attached to any such book as aforesaid by pasting orotherwise.

(4) The minutes of each meeting shall contain a fair and correctsummary of the proceedings thereat.

(5) All appointment of officers made at any meeting aforesaidshall be included in the minutes of the meeting.

(6) Nothing herein contained shall require or be deemed torequire the inclusion in any such minutes of any matterwhich in the opinion of the Chairman of the meeting (a) isor could reasonably be regarded as defamatory of anyperson, or (b) is irrelevant or immaterial to the proceedings,or (c) is detrimental to the interests of the Company. TheChairman of the meeting shall exercise an absolutediscretion in regard to the inclusion or non-inclusion of anymatter in the minutes on the aforesaid grounds.

(7) Any such minutes shall be evidence of the proceedingsrecorded therein.

(8) The book containing the minutes of proceedings of GeneralMeetings shall be kept at the office of the Company andshall be open during the business hours, for such periodsnot being less in the aggregate than two hours in each dayas the Directors determine, to the inspection of any memberwithout charge.

DIRECTORS

110. Until otherwise determined by a General Meeting of the Companyand subject to the provisions of the Act, the number of Directors,including Debenture Directors (but excluding Alternate Directors)and directors appointed pursuant to Article 111, shall not be lessthan three not more than fifteen of which two-thirds shall retireby rotation in accordance with the provisions of the Act.

111. So long as ESAB and/or its holding, subsidiary or associatecompanies either singly or in the aggregate hold 26% or more ofthe paid-up equity share capital of the Company, ESAB shall havethe right by a notice in writing addressed to the Company, dulysigned by a Director or Chief Executive of ESAB to appoint suchnumber of persons as shall, together with the Directors appointedunder the Article 112 not exceeding one third of the total number

Number of Directors

Appointment of Directors by ESAB

28

of Directors for the time being of the Company, as Directors ofthe Company and to remove such persons from office and on avacancy being caused in such office from any cause whether byresignation, death, removal or otherwise, of any such persons soappointed, to appoint another to fill such vacancy.

A Director so appointed by ESAB shall neither be liable to retireby rotation nor be bound to hold any qualification share.

112. Notwithstanding anything to the contrary contained in theseArticles so long as any moneys remain owing by the Companyto the Industrial Development Bank of India (IDBI), IndustrialFinance Corporation of India (IFCI), The Industrial Credit andInvestment Corporation of India Limited (ICICI), The IndustrialReconstruction Corporation of India Limited (IRCI), LifeInsurance Corporation of India (LIC), Unit Trust of India (UTI),General Insurance Corporation of India (GIC), National AssuranceCompany Limited (NIC), The Oriental Fire and General InsuranceCompany Limited (OFGI), The New India Assurance CompanyLimited (NIA), United India Insurance Company Limited (UII)or a State Financial Corporation or any financial institution ownedor controlled by the Central Government or a State Governmentor the Reserve Bank of India or by two or more of them or byCentral Government or State Government by themselves (eachof the above is hereinafter in this Article referred to as" theCorporation") out of any loans/debenture assistance granted bythem to the Company or so long as the Corporation holds orcontinues to hold Debentures/shares in the Company as a resultof underwriting or by direct subscription or private placement,or so long as any liability of the Company arising out of anyGuarantee furnished by the Corporation on behalf of the Companyremains outstanding, the Corporation shall have a right to appointfrom time to time, any person or persons as a Director orDirectors, wholetime or non-wholetime, (which Director orDirectors, is/ are hereinafter referred to as "Nominee Director/s")on the Board of the Company and to remove from such officeany person or persons so appointed and to appoint any person orpersons in his or their place/s.

The Board of Directors of the Company shall have no power toremove from office the Nominee Director/s. At the option of theCorporation such Nominee Director/s shall not be required to holdany share qualification in the Company. Also at the option of theCorporation such Nominee Director/s shall not be liable toretirement by rotation of Directors. The Company agrees that ifthe Board of Directors of the Company has constituted orproposes to constitute any management committee or othercommittee(s) it shall, if so required by the Corporation includethe Nominee Director as a member of such managementcommittee or other committee(s). Subject as aforesaid, theNominee Director/s shall be entitled to the same rights andprivileges and be subject to the same obligations as any otherDirector of the Company .

Nominee Director of FinancialInstitutions

29

The Nominee Director/s so appointed shall hold the said officeonly so long as any moneys remain owing by the Company tothe Corporation or so long as the Corporation holds or continuesto hold Debentures/shares in the Company as a result ofunderwriting or by direct subscription or private placement or theliability of the Company arising out of the guarantee isoutstanding and the Nominee Director/s so appointed in exerciseof the said power shall ipso facto vacate such office immediatelythe money sowing by the Company to the Corporation are paidoff or on the Corporation ceasing to hold Debentures/share in theCompany or on the satisfaction of the liability of the Companyarising out of the guarantee furnished by the Corporation.

The Nominee director/s appointed under this Article shall beentitled to receive all notices of and attend all General Meetings,Board Meetings and of Meetings of the Committee of which theNominee Director/s is/are member/s as also the minutes of suchmeetings. The Corporation shall also be entitled to receive all suchnotices and minutes.

The Nominee Director/s shall be entitled to the same sitting fees,commission, remuneration and expenses as are applicable to otherDirectors of the Company. The Company shall pay the sitting feesand other expenses to the Nominee Director/s directly, but thecommission, remuneration or other monies and fees to which theNominee Director/s is/are entitled shall accrue due to theCorporation and shall accordingly be paid by the Companydirectly to the Corporation.

Provided that if any such Nominee Director/s is an officer of theCorporation the sitting fees, in relation to such Nominee Director/sshall also accrue to the Corporation and the same shall accordinglybe paid by the Company directly to the Corporation.

Any expenses that may be incurred by the Corporation or suchNominee Director/s in connection with their appointment orDirectorship shall also be paid or reimbursed by the Company to theCorporation or, as the case may be, to such Nominee Director/s.

Provided also that in the event of the Nominee Director/s beingappointed as wholetime Director/s, such Nominee Director/s shallexercise such powers and duties as may be approved by theCorporation and have such rights as are usually exercised oravailable to a wholetime Director in the management of the affairsof the Company. Such wholetime Director/s shall be entitled toreceive such remuneration, fees, commission, and monies as maybe approved by the Corporation.

113. If it is provided by the Trust Deed, securing or otherwise, inconnection with any issue of debentures of the Company, that anyperson or persons shall have power to nominate a Director of theCompany, then in the case of any and every such issue ofdebentures, the person or persons having such power may exercisesuch power from time to time and appoint a Director acceptableto the Company. Any Director so appointed is herein referred to

Debenture Directors

30

as Debenture Director. A Debenture Director may be removedfrom office at any time by the person or persons in whom for thetime being is vested the power under which he was appointed andanother Director may be appointed in his place. A DebentureDirector shall neither be liable to retire by rotation nor be boundto hold any qualification shares.

114. The Board may appoint an alternate Director to act for a Director(hereinafter called "the Original Director") during his absence fora period of not less than three months, from the State in whichmeetings of the Board are ordinarily held: PROVIDED THAT inthe case of a Director appointed by ESAB under Article 111, thealternate director to be appointed for such original Director shallbe a person approved or recommended by ESAB. An alternateDirector so appointed shall not hold office as such for a periodlonger than that permissible to the original Director in whose placehe has been appointed and shall vacate office if and when, theoriginal Director returns to the State in which meetings of theBoard are ordinarily held. If the term of office of the originalDirector is determined before, he so returns to the State aforesaid,any provision for the automatic reappointment of retiringDirectors in default of another appointments shall apply to theoriginal Director and not to the alternate Director.

115. Subject to the provisions of the Act, the Board shall have powerat any time and from time to time to appoint any other qualifiedperson to be an additional Director, but so that the total numberof Directors shall not any time exceed the maximum fixed underArticle 110. Any such additional Director shall hold office onlyupto the date of the next Annual General Meeting.

116. Subject to the provisions of the Act, the Board shall have powerat any time and from time to time to appoint any other qualifiedperson to be a Director to fill a casual vacancy.

117. Any person so appointed shall hold office only up to the date uptowhich the Director in whose place he is appointed would haveheld office if it has not been vacated by him.

A Director shall not be required to hold any share qualification.

118. (1) Subject to the provisions of the Act, a Managing Director orDirectors, who is/are in the wholetime employment of theCompany may be paid remuneration either by way of amonthly payment or at a specified percentage of the net profitsof the Company or partly by one way and partly by the other.

(2) Subject to the provisions of the Act, a Director, who isneither in wholetime employment nor a Managing Directormay be paid remuneration either :(i) by way of monthly, quarterly or annual payment with

the approval of the Central Government or(ii) by way of commission if the Company by a special

resolution authorises such payment.

(3) The fee payable to a Director (excluding a Managing orwholetime Director, if any) for attending a meeting of theBoard or Committee thereof shall be such amount as isprescribed under the provisions of the Act.

Appointment of Alternate Directors

Directors’ power to add to the Board

Directors’ power to fill casualvacancies

Qualification of Directors

Remuneration of Directors

31

119. The Board may allow and pay to any Director, who is not a bonafideresident of the place where the meetings of the Board are ordinarilyheld and who shall come to such place for the purpose of attendingany meeting such sum as the Board may consider fair compensationor for travelling, boarding, lodging and other expenses, in additionto his fee for attending such meeting as above specified; and if anyDirector be called upon to go or reside out of the ordinary place ofhis residence on the Company's business, he shall be entitled to berepaid and reimbursed any travelling or other expenses incurred inconnection with business of the Company.

120. If any Director be called upon to perform extra services or makespecial exertions or efforts (which expression shall include workdone by a Director as a member of any Committee of the Board),the Board may arrange with such Director for specialremuneration for such service or exertions or efforts either by afixed sum or otherwise as may be determined by the Board andsuch remuneration may be either in addition to or in substitutionfor his remuneration above provided.

121. The continuing Directors may act not withstanding any vacancyin their body but if any so long as their number is reduced belowthe maximum number fixed by Article 110 hereof the continuingDirectors not being less than two may act for the purpose ofincreasing the number of Directors to that number, or ofsummoning a General Meeting, but for no other purpose.

122. Subject to the provisions of the Act the office of a Director shallbecome vacant if :

(a) he is found to be of unsound mind and stands so declaredby a Competent Court; or

(b) he is undischarged insolvent; or

(c) he has applied to be adjudicated as an insolvent and hisapplication is pending.

(d) he has been convicted by a Court of any offence whetherinvolving moral turpitude or otherwise and sentenced inrespect thereof to imprisonment for not less than six monthsand a period of five years has not elapsed from the date ofexpiry of the sentence.

Provided that if a person has been convicted of any offenceand sentenced in respect thereof to imprisonment for aperiod of seven years or more he shall not be eligible to beappointed as Director in any Company.

(e) an order disqualifying him for appointment as a Directorhas been passed by a Court or Tribunal and the Order is inforce.

(f) he fails to pay any call made on him in respect of shares ofthe Company held by him, whether alone or jointly withothers, within six months from the date fixed for thepayment of such call; or

(g) he has been convicted of the offence dealing with relatedparty transactions under the provisions of the Act at anytime during the last preceding five years; or

Travelling expenses incurred byDirector not a bonafide resdident orby Director going out on Company’sbusiness

Special remunerations to Directorsfor extra services

Directors may act notwithstandingany vacancy

When office of Directors to becomevacant

32

(h) he has not complied with the relevant provisions of the Act,in obtaining the Director's Identification Number.

(i) no person who is or has been a Director of a Companywhich (a) has not filed financial statements or annual returnsfor any continuous period of three financial years or (b) hasfailed to repay the deposits accepted by it or pay interestthereon or to redeem any debentures on the due date or payinterest due thereon or pay any dividend declared and suchfailure to pay or redeem continues for one year or more shallbe eligible to be appointed as a Director for a period of fiveyears from the date of which the said Company fails to doso.

(j) he resigns his office by a notice in writing addressed to theCompany.

(k) he absents himself from all the meetings of the Board ofDirectors held during a period of twelve months with orwithout seeking leave of absence of the Board.

(l) he fails to disclose his interest in any contract orarrangement in which he is directly or indirectly interested,in contravention of the provisions of the Act.

(m) on his being removed in pursuance of the provisions of theAct.

(n) if having been appointed a Director by virtue of his holdingany office or other employment in the holding, subsidiaryor associate Company, he ceases to hold such office or otheremployment in the Company.

123. (1) Except with the consent of the Board of Directors of theCompany, and the Central Government, if required, aDirector of the Company or his relative, a firm in whichsuch Director or relative is a partner, any other partner insuch a firm, or a private company of which the Director isa member or Director, shall not enter into any contract withthe Company:

(a) for the sale, purchase or supply of any goods materialsor services; or

(b) for underwriting the subscription of any shares in, ordebentures of the Company.

(2) Nothing contained in sub-clause (a) of Clause (1) shallaffect;

(a) the purchase of goods and materials from the Company,or the sale of goods and materials to the Company, byany Director, relative, firm, partner or private companyas aforesaid for cash at prevailing market prices; or

(b) any contract or contracts between the Company on theone side and such Director, relative, firm, partner or

Directors may contract withCompany

33

private company on the other for sale, purchase orsupply of any goods, materials and services in whicheither the Company or the Director, relative, firm,partner or private company, as the case may beregularly trades or does business; PROVIDED THATsuch contractor contracts do not relate to goods andmaterials the value of which or services the cost ofwhich, exceed five thousand rupees in the aggregatein any year comprised in the period of the contract orcontracts.

(3) Notwithstanding any thing contained in sub-clauses (1) and(2) of this Article, a Director, relative, firm, partner orprivate company as aforesaid may, in circumstances ofurgent necessity, enter, without obtaining the consent of theBoard, into any contract with the Company for the sale,purchase or supply of any goods or materials or services,even if the value of such goods or cost of such servicesexceeds five thousand rupees in the aggregate in any yearcomprised in the period of the contract; but in such a case,the consent of the Board shall be obtained at a meetingwithin three months of the date on which the contract wasentered into.

(4) Every consent of the Board required under this Article shallbe accorded by resolution passed at a meeting of the Boardand not otherwise, and the consent of the Board requiredunder sub-clause (1) of this Article shall not be deemed tohave been given within the meaning of that sub-clauseunless the consent is accorded before the contract is enteredinto or within three months of the date on which it wasentered into.

(5) If the consent is not accorded to any contract under thisArticle, anything done in pursuance of the contract shall bevoidable at the option of the Board.

124. A Director of the Company who is in any way, whether directlyor indirectly concerned or interested in a contract or arrangement,or proposed contract or arrangement entered into or to be enteredinto by or on behalf of the Company, shall disclose the nature ofhis concern or interest at meeting of the Board in the mannerprovided under the provisions of the Act; Provided that it shallnot be necessary for a Director to disclose his concern or interestin any contract or arrangement entered into or to be entered intowith any other company where any of the Directors of theCompany or two or more of them together holds or hold not morethan two percent of the paid-up share capital in any such otherCompany.

125. A General Notice given to the Board by the Director, to the effectthat he is a Director or member of a specified body corporate oris a member of a specified firm and is to be regarded as concernedor interested in any contract or arrangement which may, after thedate of the notice, be entered into with that body corporate or firmshall be deemed to be a sufficient disclosure of concern of interestin relation to any contract or arrangement so made. Any such

Disclosure of interest

General Notice of interest

34

general notice shall expire at the end of the financial year in whichit is given but may be renewed for a further period of one financialyear at a time by a fresh notice given in the last month of thefinancial year in which it would have otherwise expired. No suchgeneral notice and no renewal thereof shall be of effect unless,either it is given at a meeting of the Board or the Directorconcerned takes reasonable steps to secure that it is brought upand read at the first meeting of the Board after it is given.

126. No Director shall as a Director, take any part in the discussionof, or vote on any contract or arrangement entered into or to beentered into by or on behalf of the Company, if he is in any way,whether directly or indirectly, concerned or interested in suchcontract or arrangement nor shall his presence count for thepurpose of forming a quorum at the time of any such discussionor vote; and if he does vote, his vote shall be void; Providedhowever, that nothing herein contained shall apply to;

(a) any contract of indemnity against any loss which theDirectors or any one or more of them, may suffer by reasonof becoming or being sureties or a surety for the Company.

(b) any contract or arrangement entered into or to be enteredinto with a public company or a private company which isa subsidiary of a public company in which the interest ofthe Director consists solely;

(i) in his being

(a) a Director of such company, and

(b) the holder of not more than share of such number or valuetherein as is requisite to qualify him for appointment as aDirector thereof, he having been nominated as such Directorby the Company.

or

(ii) in his being a member holding not more than two per centof its paid-up share capital.

127. The Company shall keep a Register in accordance with theprovisions of the Act and shall within the time specified in therelevant Section enter therein such of the particulars as may berelevant having regard to the application thereto of the relevantSections of the Act as the case may be. The Register aforesaidshall also specify, in relation to each Director of the Companythe names of the bodies corporate and firms of which notice hasbeen given by him under Article 126. The Register shall be keptat the office of the Company and shall be open to inspection atsuch office, and extracts may be taken therefrom and copies thereof may be required by any member of the Company to the sameextent, in the same manner, and on payment of the same fee asin the case of the Register of Members of the Company and therelevant provisions of the Act shall apply accordingly.

128. A Director may be or become a Director of any companypromoted by the Company, or in which it may be interested as avendor, shareholder or otherwise, and no such Director shall beaccountable for any benefits received as Director or shareholderof such company except in so far as per the provisions of the Actas may be applicable.

Interested Directors not to participateor vote in Boards’ proceedings

Register of contracts in whichDirectors are interested

Directors may be Directors ofcompanies promoted by the company

35

129. At every Annual General Meeting of the Company one third ofsuch of the Directors for the time being as are liable to retireby rotation, or if their number is not three or a multiple of threethe number nearest to one-third, shall retire from office. The non-retiring directors appointed under Articles 111 and/or 112 and/or113 and the Independent Directors appointed under the relevantprovisions of the Act, shall not be taken into account indetermining the rotation or retirement or the number of Directorsto retire.

130. Subject to provisions of the Act the Directors to retire by rotationunder Article 129 at every Annual General Meeting shall be thosewho have been longest in office since their last appointment, butas between persons who became directors on the same day, thosewho are to retire, shall in default of and subject to any agreementamong themselves, be determined by lot.

131. A retiring Director shall be eligible for re-election.

132. Subject to the provisions of the Act the Company at the GeneralMeeting at which a Director retires in manner aforesaid may fillup the vacated office by electing a person thereto.

133. (a) If the place of the retiring Director is not so filled up andthe meeting has not expressly resolved not to fill thevacancy, the meeting shall stand adjourned till the same dayin the next week, at the same time and place, or if that dayis a public holiday, till the next succeeding day which isnot a public holiday, at the same time and place.

(b) If at the adjourned meeting also, the place of the retiringDirector is not filled up and that meeting also has notexpressly resolved not to fill the vacancy the retiringDirector shall be deemed to have been re-appointed at theadjourned meeting, unless-

(i) at that meeting or at the previous meeting resolutionfor the re-appointment of such Director has been putto the meeting and lost;

(ii) the retiring Director has, by a notice in writingaddressed to the Company or its Board, expressed hisunwillingness to be so re-appointed.

(iii) he is not qualified or is disqualified for appointment.

(iv) a resolution, whether special or ordinary, is requiredfor the appointment or re-appointment by virtue of anyprovisions of the Act; or

(v) the provisions of the Act is applicable to the case.

134. Subject to the provisions of the Act the Company may, by OrdinaryResolution, from time to time, increase or reduce the number ofDirectors, and may alter their qualifications and the Company may(subject to the provisions of the Act) remove any Director beforethe expiration of his period of office and appoint another qualifiedperson in his stead. The person so appointed shall hold office during

Retirement and rotation of Directors

Ascertainment of Directors retiringby rotation and filling of vacancies

Eligibility of re-election

Company to appoint successors

Provisions in default of appointment

Company may increase or reduce thenumber of Directors

36

such time as the Director in whose place he is appointed wouldhave held the same if he had not been removed.

135. (1) No person not being a retiring Director, shall be eligible forappointment to the office of Director at any GeneralMeeting unless he or some member intending to proposehim has, not less than fourteen days before the meeting, leftat the office of the Company a notice in writing under hishand signifying his candidature for the office of Directoror the intention of such member to propose him as acandidate for that office.

(2) Every person (other than a Direct or retiring by rotation orotherwise or a person who has left at the office of theCompany a notice under the relevant provisions of the Actsignifying his candidature for the office of a Director)proposed as a candidate for the office of a Director shallsign and file with the Company, the consent in writing toact as a Director, if appointed.

(3) A person other than a Director re-appointed after retirementby rotation or immediately on the expiry of his term ofoffice, or an Additional or alternate Director, or a personfilling a casual vacancy in the office of a Director, underthe provisions of the Act, appointed as a Director or re-appointed as an Additional or Alternate Director,immediately on the expiry of his term of office, shall notact as a Director of the Company, unless he has within thirtydays of his appointment signed and filed with the Registrarhis consent in writing to act as such Director.

136. (a) The Company shall keep at its office a Register containingthe particulars of its Directors, Managers, Secretaries, KeyManagerial Personnel and other person mentioned under theprovisions of the Act, and shall otherwise comply with theprovisions of the said Provisions in all respects.

(b) The Company shall in respect of each of its Directors andKey Managerial Personnel also keep at its office a Registerof Shares, Debentures, as required by the provisions of theAct, and shall otherwise duly comply with the provisionsof the said Provision in all respects.

137. (a) Every Director (including a person deemed to be a Directorby virtue of the provisions of the Act, Managing Director,Manager or Secretary of the Company shall within twentydays of his appointment to any of the above offices in anyother body corporate, disclose to the Company the particularsrelating to his office in the other body corporate which arerequired to be specified under the provisions of the Act.

(b) Every Director and every person deemed to be a Director ofthe Company by virtue of the provisions of the Act, shall givenotice to the Company of such matters relating to himself asmay be necessary for the purpose of enabling the Companyto comply with the relevant provisions of the Act.

Notice of candidate for office ofDirector except in certain cases

Register of Directors etc. andnotification of change to Register

Register of shares or debentures heldby Directors

Disclosure by Director ofappointment to any other bodycorporate

Disclosure by a Director of hisholdings of shares and debentures ofthe Company etc.

37

MANAGING/WHOLETIME DIRECTOR

138. (1) Subject to the provisions of the Act and of these Articles,the Board shall have power to appoint from time to timeany of its number as Managing Director or ManagingDirectors of the Company upon such terms and conditionsas the Board thinks fit. Provided however that so long asthere shall be one or more nominees of ESAB on the Boardunder Article 111 hereof, the Board shall, in exercise of thepowers hereunder, appoint one or more of such nomineesas the Managing Director or Directors.

(2) The Board shall also have power to appoint from time totime one or more Directors as Wholetime Director orDirectors upon such terms and conditions as the Boardthinks fit.

(3) The remuneration of a Managing/Wholetime Director maybe by way of monthly payment of remuneration /perquisites, fee for each meeting or participation in profits,or by any or all of these modes or any other mode notexpressly prohibited by the Act.

139. The Managing/Wholetime Directors shall not exercise the powerto :

(a) make calls on shareholders in respect of money unpaid onthe shares in the Company;

(b) issue debentures and except to the extent mentioned in theresolution passed at the Board Meeting under the provisionsof the Act, shall also not exercise the powers to;

(c) borrow moneys, otherwise than on debentures;

(d) invest the funds of the Company; and

(e) take loans.

140. The Company shall not appoint or employ, or continue theappointment or employment of, a person as its Managing orWholetime Director who -

(a) is below the age of 21 years or has attained the age of 70years; Provided that the appointment of a person who hasattained the age of 70 years may be made by passing aspecial resolution in which case the explanatory statementannexed to the notice for such motion shall indicate thejustification for appointing such person.

(b) is an undischarged insolvent, or has at any time beenadjudged an insolvent;

(c) suspends, or has at any time suspended, payment to hiscreditors, or makes, or has at any time made, a compositionwith them; or

(d) is, or has any time been, convicted by a court of an offenceand sentenced for a period of more than six months.

Managing Director

Wholetime Director

Remuneration

Restriction on Management

Certain persons not to be appointedManaging Directors

38

MANAGER

141. Subject to the provisions of the Act, the Directors may from timeto time appoint an individual as Manager of the Company andmay confer upon the Manager so appointed any powers as arenot by an Act or by these presents required to be exercised bythe Board, on such terms and conditions and with such restrictionsas they may think fit, and may from time to time revoke,withdraw, alter or vary all or any of such powers.

The Directors may also from time to time, subject to theprovisions of the Act, fix the remuneration payable to suchManager. The remuneration may either be by way of monthlypayment of remuneration / perquisites, or by way of specifiedpercentage of net profits, or partly by one and partly by the other.

PROCEEDINGS OF THE BOARD OF DIRECTORS

142. The Directors may meet together as a Board for the dispatch ofBusiness from time to time, and shall so meet at least once inevery three months and at least four such meetings shall be heldin every year. Any Director may also participate in the Board /Committee Meetings through electronic mode using videoconference facility or other audio visual means provided theyattend at least one meeting of the Board / Committee in personin a financial year. The Directors may adjourn and otherwiseregulate their meetings as they think fit.

(Amended vide special resolution passed at the Annual GeneralMeeting of the Company held on 2 May, 2012).

143. At least seven days prior notice of every meeting of the Boardshall be given in writing or by electronic means to every Directorat his usual address in India or abroad or to his registered emailid. In case of a Director residing abroad, the notice may be sentby telefax or cable or email or by any other electronic mode asthe case may be; PROVIDED THAT a meeting of the Board ofDirectors may be called after giving shorter notice than thatspecified as aforesaid, if consent is accorded thereto by a Directorappointed, if any, in pursuance of Article 111, or his Alternate andby all the other Directors for the time being in India.

144. Subject to the provisions of the Act, the quorum for a meeting ofthe Board / any Committee of the Board, shall be one-third of itstotal strength (excluding Directors, if any, whose places may bevacant at the time and any fraction contained in that one-thirdbeing rounded off as one) or two Directors, whichever is higher,provided that where at any time the number of interested Directorsexceeds or is equal to two-thirds of the total strength the numberof the remaining Directors, that is to say, the number of Directorswho are not interested, present at the meeting being not less thantwo, shall be the quorum during such time.

Manager

Meeting of Directors

Notice of Meetings

Quorum

39

145. If a meeting of the Board / any Committee of the Board, couldnot be held for want of quorum then the meeting shallautomatically stand adjourned to such other date and time (if any)as may be fixed by the Chairman not being later than seven daysfrom the date originally fixed for the meeting.

146. A Director may at any time, and the Secretary shall, as and whendirected by the Managing Director if any or by the Directors' todo so, convene a meeting of the Board by giving a notice inwriting to every other Director as provided in Article 143.

147. So long as ESAB and/or its holding, subsidiary or associatecompanies either singly or in the aggregate hold 26% or more ofthe paid-up equity share capital of the Company, ESAB shall beentitled to designate two of the Directors of the Company as theChairman and the Vice-Chairman of the Board and to withdrawany such nomination and to designate any other Director in theplace of any Director who has been designated as the Chairman/Vice-Chairman and who resigns or otherwise vacates his office.Such designation and withdrawal shall be effected by writingaddressed to the Board of the Company by ESAB and the sameshall take effect forthwith upon being delivered to the Company.ESAB shall be entitled to designate any Director as the Chairman/Vice-Chairman when for any reason whether death, removal,retirement or otherwise the Director designated earlier as theChairman/Vice-Chairman cannot act or is unwilling to act as theChairman/Vice-Chairman as the case may be of the Board ofDirectors. At any meeting where neither the Chairman nor theVice-Chairman be present, the Directors present may elect oneof themselves to be the Chairman of the meeting.

148. Questions arising at any meeting of the Board of Directors shallbe decided by a majority of votes and in the case of an equalityof votes, the Chairman shall have a second or a casting vote.

149. A meeting of the Board for the time being at which a quorum ispresent shall be competent to exercise all or any of the authorities,powers and discretions which by or under the Act or the Articleof the Company are for the time being vested in or exercisableby the Board generally.

150. Subject to the restrictions contained under the provisions of theAct, the Board may delegate any of their powers to Committeesof the Board consisting of such members or member of its bodyas it thinks fit; PROVIDED THAT where any Director orDirectors are appointed in pursuance of Article 111, one of themembers of such committee shall be a Director so appointed orhis alternate, and it may, from time to time, revoke and dischargeany such Committee of the Board either wholly or in part andeither as to person or persons, but every Committee of the Boardso formed shall in the exercise of the powers so delegated conformto any regulations that may from time to time, be imposed on itby the Board. All acts done by any such Committee of the Boardin conformity with such regulations and in fulfilment of the

Adjournment of Meeting for want ofQuorum

When meeting to be convened

Chairman/Vice-Chairman

Questions at Board Meeting howdecided

Powers of Board Meeting

Directors may appoint Committees

40

purposes of their appointment but not otherwise, shall have thelike force and effect as if done by the Board.

151. The meetings and proceedings of any such Committee of the Boardconsisting of two or more members shall be governed by theprovisions herein contained for regulating the meetings andproceedings of the Directors, so far as the same are applicable theretoand as provided under the Act and are not superseded by anyregulations made by the Directors under the last preceding Article.

152. No resolution shall be deemed to have been duly passed by theBoard or by a Committee thereof by circulation, unless theresolution has been circulated in draft, together with the necessarypapers, if any, to all the Directors, or to all the Members of theCommittee, then in India (not being less in number than thequorum fixed for a meeting of the Board or Committee, as thecase may be), and to all other Directors or Members of theCommittee, at their usual address in India, and has been approvedby such of the Directors or Members of the Committee as are thenin India, or by a majority of such of them as are entitled to voteon the resolution; PROVIDED THAT, where a Director orDirectors are appointed in pursuance of Article 111, the resolutionby circulation shall not be deemed to have been duly passed unlessanyone of the Directors appointed in pursuance of Article 111 orhis alternate shall have voted in favour of such resolution.

153. All acts done by any meeting of the Board or by a Committee ofthe Board, or by any person acting as a Director shallnotwithstanding that it shall afterwards be discovered that therewas some defect in the appointment of such Director or personsacting as aforesaid, or that they or any of them were disqualifiedor had vacated office or that the appointment of any of them beenterminated by virtue of any provisions contained in the Act or inthese Articles, be as valid as if every such person had been dulyappointed, and was qualified to be a Director and had not vacatedhis office or his appointment had not been terminated; providedthat nothing in this Article shall be deemed to give validity to actsdone by a Director after his appointment has been shown to theCompany to be invalid or to have terminated.

154. (1) The Company shall cause minutes of all proceedings ofevery meeting of the Board and Committee thereof to bekept by making within thirty days of the conclusion of everysuch meeting entries thereof in books kept for that purposewith their pages consecutively numbered.

(2) Each page of every such book shall be initialed or signedand the last page of the record of proceedings of everymeeting in such book shall be dated and signed by theChairman of the said meeting or the Chairman of the nextsucceeding meeting.

(3) In no case the minutes of proceedings of a meeting shallbe attached to any such book as aforesaid by pasting orotherwise.

Meeting of Committee, how to begoverned

Resolution by circulation

Acts of Board of Committee validnotwithstanding informal appointment

Minutes of proceedings of meeting ofthe Board

41

(4) The minutes of each meeting shall contain a fair and correctsummary of the proceedings thereat.

(5) All appointments of officers made at any of the meetingsaforesaid shall be included in the minutes of the meeting.

(6) The minutes shall also contain

(a) the names of the Directors present at the meeting

and

(b) in the case of each resolution passed at the meeting,the names of the Directors, if any, dissenting from ornot concurring in the resolution.

(7) Nothing contained in sub-clause (1) to (6) shall be deemedto require the inclusion in any such minutes of any matter,which in the opinion of the Chairman of the meeting -

(a) is, or could reasonably be regarded as defamatory ofany person;

(b) is irrelevant or immaterial to the proceedings; or

(c) is detrimental to the interest of the Company.

The Chairman shall exercise an absolute discretion with regardto the inclusion or non-inclusion of any matter in the minutes onthe grounds specified in this sub-clause.

(8) Minutes of meetings kept in accordance with aforesaidprovisions shall be evidence of the proceedings recordedtherein.

(9) Where the minutes have been kept in accordance with theprovisions of the Act, then until the contrary is proved themeeting shall be deemed to have been duly called and heldand all proceedings thereat to have duly taken place and theresolutions passed by postal ballot to have been duly passedand in particular all appointments of Directors, KeyManagerial Personnel, Auditors or Company Secretary inPractice shall be deemed to be valid.

(10) No document purporting to be a report of the proceedingsof any, general meeting of a Company shall be circulatedor advertised at the expense of the Company unless itincludes the matters required by this Section to be containedin the minutes of the proceedings of such meeting

(11) The Minutes prepared shall be in accordance with theSecretarial Standards with respect to general and boardmeetings specified by the Institute of Company Secretariesof India, constituted under Section 3 of the CompanySecretaries Act, 1980.

POWERS OF DIRECTORS

155. The Board may exercise all such powers of the Company and doall such acts and things as are not, by the Act, or any other Actor by the Memorandum or by the Articles of the Companyrequired to be exercised by the Company in General Meeting,subject nevertheless to these Articles, to the provisions of the Act

Powers of Directors

42

or any other Act and to such regulations being not in consistentwith the aforesaid regulations or provisions, as may be prescribedby the Company in General Meeting but no regulation made bythe Company in General Meeting shall invalidate any prior actof the Board which would have been valid if that regulation hadnot been made. Provided that the Board shall not except with theconsent of the Company in General Meeting :-

(a) sell, lease or otherwise dispose of the whole, or substantiallythe whole, of the undertaking of the Company, or where theCompany owns more than one undertaking, of the whole,or substantially the whole, of any such undertaking.

(b) remit, or give time for the repayment of, any debt due by aDirector;

(c) to invest otherwise than in trust securities the amount ofcompensation received by the Company as a result of anymerger or amalgamation

(d) to borrow moneys where the moneys to be borrowed togetherwith the moneys already borrowed by the Company (apartfrom temporary loans obtained from the Company's bankersin the ordinary course of business) will exceed the aggregateof the paid-up capital of the Company and its free reservesthat is to say, reserves not set apart for any specific purpose.

Provided further that the powers specified under theprovisions of the Act shall subject to these Articles beexercised only at meetings of the Board, unless the samebe delegated to the extent therein stated; or

(e) contribute to bonafide charitable and other funds not directlyrelating to the business of the Company or the welfare ofits employees, subject to the approval of the general meetingin any financial year, in case any amount the aggregate ofwhich in any financial year exceeds five percent of itsaverage net profits for the three immediately precedingfinancial years as determined in accordance with theprovisions of the Act.

156. Without prejudice to the general powers conferred by the lastpreceding Article and so as not in any way to limit or restrict thosepowers, and without prejudice to the other powers conferred bythese Articles; but subject to the restrictions contained in the lastpreceding Articles, it is here by declared that the Directors shallhave the following powers, that is to say, power -

(1) To pay the costs, charges and expenses preliminary andincidental to the promotion, formation, establishment andregistration of the Company.

(2) To pay and charge to the capital account of the Companyany commission or interest lawfully payable thereout underthe relevant provisions of the Act.

(3) Subject to the provisions of the Act to purchase or otherwiseacquire for the Company any property, rights or privilegeswhich the Company is authorised to acquire, at or for such

Certain powers of the Board

43

price or consideration and generally on such terms andconditions as they may think fit; and in any such purchaseor other acquisition to accept such title as the Directors maybelieve or may be advised to be reasonably satisfactory.

(4) At their discretion and subject to the provisions of the Actto pay for any property, rights or privileges acquired by orservices rendered to the Company either wholly or partially,in cash or in shares, bonds, debentures, mortgages, or othersecurities of the Company, and any such shares may beissued either as fully paid up or with such amount creditedas paid up thereon as may be agreed upon; and any suchbonds, debentures, mortgages or other securities may beeither specifically charged upon all or any part of theproperty of the Company and its uncalled capital or not socharged.

(5) To secure the fulfilment of any contracts or engagementsentered into by the Company by mortgage or charge of allor any of the property of the Company and its uncalledcapital for the time being or in such manner as they maythink fit.

(6) To accept from any Member, as far as may be permissibleby law, a surrender of his shares or any part thereof, on suchterms and conditions as shall be agreed.

(7) To appoint any person to accept, and hold in trust for theCompany any property belonging to the Company or inwhich it is interested, or for any other purposes; and toexecute and do all such deeds and things as may be requiredin relation to any trust, and to provide for the remunerationof such trustee or trustees.

(8) To institute, conduct, defend, compound, or abandon anylegal proceedings by or against the Company or its officers,or otherwise concerning the affairs of the Company, andalso to compound and allow time for payment or satisfactionof any debts due and of any claim or demands by or againstthe Company and to refer any difference to arbitration, andobserve and perform any awards made thereon.

(9) To act on behalf of the Company in all matters relating tobankrupts, insolvents, winding up and liquidation.

(10) To make and give receipts, releases, and other dischargesfor money payable to the Company and for the claims anddemands of the Company.

(11) Subject to the relevant provisions of the Act, to invest anddeal with any moneys of the Company not immediatelyrequired for the purpose thereof upon such security (notbeing shares of this Company), or without security and insuch manner as they may think fit, and from time to timeto vary or realise such investments, save as provided underthe provisions of the Act, all investments shall be made andheld in the Company's own name.

44

(12) To execute in the name and on behalf of the Company infavour of any Director or other person who may incur orbe about to incur any personal liability whether as principalor surety, for the benefit of the Company, such mortgagesof the Company's property (present and future) as they thinkfit, and any such mortgage may contain a power of sale andsuch other powers, provisions, covenants and agreementsas shall be agreed upon.

(13) To determine from time to time who shall be entitled to sign,on the Company's behalf, bills, notes, receipts, acceptances,endorsements, cheques, dividend warrants, releases,contracts and documents and to give the necessary authorityfor such purpose.

(14) To distribute by way of bonus amongst the staff of theCompany shares or shares in the profit of the Company, andto give to any officer or other person employed by theCompany a commission on the profits of any particularbusiness or transaction; and to charge such bonus orcommission as part of the working expenses of the Company.

(15) To provide for the welfare of Directors or Ex-Directors oremployees or ex-employees of the Company and theirspouse, widows and families or the dependants orconnections of such persons, by building or contributing tothe building of houses, dwellings or chawls, or by grantsof money, pension, gratuities, allowances, bonus or otherpayments, or by creating, and from time to time subscribingor contributing to provident and other associations,institutions, funds or trusts and by providing or subscribingor contributing towards places of instruction and recreation,hospitals and dispensaries, medical and other attendance andother assistance as the Board shall think fit, and to subscribeor contribute or otherwise to assist or to guarantee moneyto charitable, benevolent, religious, scientific, national orother institutions or objects which shall have any moral orother claim to support or aid by the Company, either byreason of locality of operation, or of public and generalutility or otherwise.

(16) Before recommending any dividend, to set aside out of theprofits of the Company such sums as they may think properfor depreciation or to depreciation Fund, or to an InsuranceFund, or as a Reserve Fund or Sinking Fund or any SpecialFund to meet contingencies or to repay debentures ordebenture stock, for special dividends or for equalisingdividends or for repairing, improving, extending andmaintaining any of the property of the Company and forsuch other purposes (including the purposes referred to inthe preceding clause), as the Board may, in their absolutediscretion think conducive to the interest of the Company,and subject to the provisions of the Act, to invest the severalsums so set aside or so much thereof as require to be

45

invested upon such investments (other than shares of theCompany) as they may think fit, and from time to time to dealwith and vary such investments and dispose of and apply andexpend all or any part thereof for the benefit of the Company,in such manner and for such purposes as the Board in theirabsolute discretion, think conducive to the interest of theCompany, notwithstanding that the matters to which the Boardapply or upon which they expend the same, or any part thereof,may be matters to or upon which the capital moneys of theCompany might rightly be applied or expended; and to dividethe Reserve Fund into such special funds as the Board maythink fit, with full power to transfer the whole or any portionof a Reserve Fund or division of a Reserve Fund to anotherReserve Fund or division of a Reserve Fund and with fullpower to employ the assets constituting all or any of the assetsor constituting any of the above funds, including theDepreciation Fund, in the business of the Company or in thepurchase or repayment of Debentures or debenture-stock, andwithout being bound to keep the same separate from the otherassets and without being bound to pay interest on the samewith power however to the Board at their discretion to pay orallow to the credit of such funds interest at such rate as theBoard may think proper.

(17) To appoint, and at their discretion remove or suspend such,Chief Executive Officer, Secretary, Chief Financial Officer,general managers, managers, secretaries, assistants,supervisors, clerks, agents and servants for permanent,temporary or special services as they may from time to timethink fit, and to determine their powers and duties, and fixtheir salaries or emoluments or remuneration, and to requiresecurity in such instances and to such amount as they maythink fit. And also from time to time to provide for themanagement and transaction of the affairs of the Companyin any specified locality in India or elsewhere in suchmanner as they think fit; and the provisions contained inthe four next following sub-clauses shall be withoutprejudice to the general powers conferred by this sub-clause.

A Director may be appointed as Chief Executive Officer,Manager, Company Secretary or Chief Financial Officer.

(18) To comply with the requirements of any local law whichin their opinion it shall in the interest of the Company benecessary or expedient to comply with.

(19) From time to time and at any time to establish any LocalBoard for managing any of the affairs of the Company inany specified locality in India or elsewhere and to appointany persons to be members of such Local Boards, and tofix their remuneration.

(20) Subject to the provisions of the Act, from time to time andat any time to delegate to any person so appointed any ofthe powers, authorities and discretions for the time beingvested in the Board, other than their power to make callsor to make loans or borrow moneys, and to authorise the

46

Members for the time being of any such Local Board, orany of them to fill up any vacancies therein and to actnotwithstanding vacancies and any such appointment ordelegation may be on such terms and subject to suchconditions as the Board may think fit, and the Board mayat any time remove any person so appointed, and may annulor vary any such delegation.

(21) At any time and from time to time by Power of Attorneyunder the Seal of the Company, to appoint any person orpersons to be the Attorney or Attorneys of the Company andalso delegate such powers to the Key Managerial Personnelto delegate such powers to other officials of the Company,for such purposes and with such powers, authorities anddiscretions (not exceeding those vested in or exercisable bythe Board under these presents and excluding the power tomake calls and excluding also except in their limitsauthorised by the Board the power to make loans andborrow moneys) and for such period and subject to suchconditions as the Board may from time to time think fit;and any such appointment may (if the Board thinks fit) bemade in favour of the members or any of the members ofany Local Board, established as aforesaid or in favour ofany company or the shareholders, directors, nominees, ormanagers of any company or firm or otherwise in favourof any fluctuating body of persons whether nominateddirectly or indirectly by the Board and any such Power ofAttorney may contain such powers for the protection orconvenience of persons or dealing with such Attorneys asthe Board may think fit, and may contain powers enablingany such delegates or attorneys as aforesaid to sub-delegateall or any of the powers, authorities and discretions for thetime being vested in them.

(22) Subject to provisions of the Act, for or in relation to any ofthe matters aforesaid or otherwise for the purpose of theCompany to enter into all such negotiations and contractsand rescind and vary all such contracts, and execute and doall such acts, deeds and things in the name and on behalfof the Company as they may consider expedient.

(23) From time to time to make, vary and repeal by-laws for theregulation of the business of the Company its officers andservants.

MANAGEMENT

157. The Company shall not appoint or employ at the same time morethan one of the following categories of managerial personnel,namely :

(a) Managing Director and

(b) Manager

Prohibition of simultaneousappointment of different categories ofmanagerial personnel

47

THE SECRETARY

158. The Directors may from time to time appoint a Secretary, and, attheir discretion, remove any such Secretary, to perform anyfunctions, which by the Act are to be performed by the Secretaryand to execute any other ministerial or administrative duties,which may from time to time be assigned to the Secretary by theDirectors. The Directors may also appoint at any time any personor persons (who need not be the Secretary) to keep the registersrequired to be kept by the Company. Provided that if the paid upcapital of the Company shall exceed the amount specified underrelevant provisions of the Act, then in such event, the Companyshall appoint a wholetime Secretary as provided in the Act, andhe shall possess such qualifications as may be prescribed fromtime to time by the rules made under the relevant Section.

THE SEAL

159. (a) The Board shall provide Common Seal for the purposes ofthe Company, and shall have power from time to time todestroy the same and substitute, a new Seal in lieu thereof,and the Board shall provide for the safe custody of the Sealfor the time being with the Secretary of the Companyappointed for this purpose, and the Seal shall never be usedexcept by the authority of the Board or a Committee of theBoard previously given.

(b) The Company shall also be at liberty to have an OfficialSeal in accordance with provisions of the Act, for use inany territory, district or place outside India.

160. Every Deed or other instrument, to which the Seal of theCompany is required to be affixed, shall, unless the same isexecuted by a duly constituted attorney backed by a duly passedboard resolution, be signed by two Directors or one Director andSecretary or some other authorized person appointed by the Boardfor the purpose provided that in respect of the Share Certificatethe Seal shall be affixed in accordance with Article 20 (a).

DIVIDENDS

161. The profits of the Company, subject to any special rights relatingthereto created or authorised to be created by these Articles andsubject to the provisions of these Articles, shall be divisible amongthe members in proportion to the amount of capital paid-up orcredited as paid-up on the shares held by them respectively.

162. The Company in General Meeting may declare dividends to bepaid to members according to their 'respective rights, but nodividends shall exceed the amount recommended by the Board,but the Company in General Meeting may declare a smallerdividend.

163. (1) No dividend shall be declared or paid otherwise by theCompany for any financial year except out of profits forthat year arrived at (i) after providing for depreciation in

Secretary

The Seal its custody and use

Deeds how executed

Division of profits

The Company in General Meetingmay declare a dividend

Dividends only to be paid out ofprofits

48

accordance with the provisions of the act and (ii) except atits own option, after the transfer to the reserves of theCompany of such percentage of its profits for that year asmay be prescribed or out of the profits of the Company forany previous financial year or years arrived at afterproviding for depreciation in accordance with theseprovisions and remaining undistributed or out of bothprovided that :-

(a) If the Company has not provided for depreciation forany previous financial year or years it shall beforedeclaring or paying a dividend for any financial year,provide for such depreciation out of the profits of thefinancial year or out of the profits of any other previousfinancial year or years;

(b) If the Company has incurred any loss in any previousfinancial year or years the amount of loss or an amountwhich is equal to the amounts provided for depreciationfor the year or those years whichever is less shall beset off against the profits of the Company for the yearfor which the dividend is proposed to be declared orpaid or against the profits of the Company for anyprevious financial year or years arrived at in both casesafter providing for depreciation in accordance with theprovisions of the Act or against both.

(2) Where owing to inadequacy or absence of profits in anyyear, the Company proposes to declare dividend out of theaccumulated profits earned by it in previous years andtransferred to reserves, such declaration of dividend shallnot be made except in accordance with such rules as maybe made in that behalf by the Government, and where anysuch declaration is not in accordance with such rules, it shallnot be made except with the previous approval of theGovernment.

164. The Board may, from time to time, pay to the Members suchinterim dividend as in their judgement the position of theCompany justifies.

165. Where Capital is paid in advance of calls, such capital may carryinterest but shall not in respect thereof confer a right to dividendor participate in profits.

166. All dividends shall be apportioned and paid proportionately to theamounts paid or credited as paid on the shares during any portionor portions of the period in respect of which the dividend is paid;but if any share is issued on terms providing that it shall rank fordividend as from a particular date, such share shall rank fordividend accordingly.

167. The Board may transfer the dividends payable upon shares inrespect of which any person is, under Articles 60 and 62 entitledto become a Member, or which any person under that Article is

Interim dividend

Capital paid up in advance at interestnot to earn dividend

Dividends in proportion to amountpaid-up

Retention of dividends untilcompletion of transfer under Articles60 & 62

49

entitled to transfer, until such person shall become a Member inrespect of such shares or shall duly transfer the same subject tothe provisions of the Act, and as provided for in Article 172.

168. Any one or several persons who are registered as the joint-holdersof any share may give effectual receipts for all dividends or bonusand payments on account of dividends or bonus or other moneyspayable in respect of such shares.

169. No member shall be entitled to receive payment of any interestor dividend in respect of his share or shares, whilst any moneymay be due or owing from him to the Company in respect of suchshare or shares or otherwise however, either alone or jointly withany other person or persons; and the Board may deduct from theinterest or dividend payable to any member all sums of moneyso due from him to the Company.

170. A transfer of shares shall not pass the right to any dividenddeclared thereon before the registration of the transfer.

171. Unless otherwise directed any dividend may be paid by chequeor warrant or in any electronic mode to the shareholder or by apay slip of receipt having the force of a cheque or warrant sentthrough the post to the registered address of the member or personentitled or in case of joint-holders to that one of them first namedin the register in respect of the joint holdings. Every such chequeor warrant shall be made payable to the order of the person towhom it is sent. The Company shall not be liable or responsiblefor any cheque or warrant or pay slip or receipt lost intransmission, or for any dividend lost to the member or personentitled there to by the forged endorsement of any cheque orwarrant, or the forged signature on any pay slip or receipt or thefraudulent recovery of the dividend by any other means.

172. (a) If the Company has declared a dividend but which has notbeen paid within the period stipulated under the Act fromthe date of declaration to any shareholder entitled to thepayment of the dividend, the Company shall within suchfurther period as may be stipulated from the date of expiryof the said initial period transfer the amount of dividendwhich remains unpaid to a special account to be opened inthat behalf in any scheduled bank called "the unpaiddividend account of ESAB India Limited".

(b) Any money transferred to the unpaid dividend account ofthe Company which remains unpaid or unclaimed for aperiod as stipulated under the provisions of the Act, fromthe date of such transfer, shall be transferred by theCompany to the general revenue account of the CentralGovernment. A claim to any money so transferred to thegeneral revenue account may be preferred to the CentralGovernment by the shareholders to whom the money is due.

173 . No unpaid dividend shall bear interest as against the Companysubject to the provisions of the Act. No unclaimed dividend shallbe forfeited by the Board.

Dividend etc. to joint-holders

No members to receive dividendwhilst indebted to the Company andCompany’s right to reimbursementthereout

Transfer of shares must be registered

Dividends how remitted

Unpaid dividend

No interest on dividends

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174. Any General Meeting declaring a dividend may on therecommendation of the Directors make a call on the members ofsuch amount as the meeting fixes but so that the call on eachmember shall not exceed the dividend payable to him and so thatthe call be made payable at the same time as the dividend; andthe dividend may, if so arranged between the Company and themember, be set off against the calls.

CAPITALISATION

175. (1) Any General Meeting of the Company may resolve that anyCapitalisation amounts standing to the credit of the SharePremium Account or the Capital Redemption ReserveAccount or any money, investments or other assets formingpart of the undivided profits including profits or surplusmoneys arising from the realisation and (where permittedby the law) from the appreciation in value of any capitalassets of the Company standing to the credit of the GeneralReserve or any other Reserve or Reserve Fund or any otherFund of the Company or in the hands of the Company andavailable for dividend be capitalised :

(a) by the issue and distribution, as fully paidup, of shares,and to the extent permitted by the Act, debentures,debenture-stock, bonds or other obligations of theCompany; or

(b) by crediting shares of the Company, which may havebeen issued and are not fully paidup with the wholeor any part of the sum remaining unpaid thereon :

PROVIDED THAT any standing to the credit of the SharePremium Account or the Capital Redemption ReserveAccount shall be applied only in crediting the payment ofcapital on shares to be issued to Members as fully paidbonus shares.

(2) Such issue and distribution under sub-clause (1) (a) of thisArticle and payment to the credit of unpaid share capitalunder sub-clause (1) (b) of this Article shall be made to,among and in favour of the Members or any class of themor any of them entitled thereto and in accordance with theirrespective rights and interests and in proportion to theamount of capital paid up on the shares held by themrespectively in respect of which such distribution orpayment shall be made, on the footing that such Memberbecome entitled thereto as capital.

(3) The Directors shall give effect to any such resolution andshall apply such profit, General Reserve, other Reserve orany other Fund or account as aforesaid as may be requiredfor the purpose of making payment in full of the shares,debentures, debenture-stock, bonds or other obligations ofthe Company so distributed under sub-clause (1) (a) of thisArticle or (as the case may be) for the purpose of paying,

Dividend and call together

Capitalisation

51

in whole or in part, the amount remaining unpaid on theshares which may have been issued and are not fully paid-up under sub-clause (1) (b) above; PROVIDED THAT nosuch distribution or payment shall be made unlessrecommended by the Directors, and, if so recommended,such distribution and payment shall be accepted by suchMembers as aforesaid in full satisfaction of their interestin the said capitalised fund.

(4) For the purpose of giving effect to any such resolution, theDirectors may settle any difficulty which may arise in regardto the distribution or payment as aforesaid as they thinkexpedient, and, in particular, they may issue fractionalcertificates and may fix the value for distribution of anyspecific asset and may determine that any cash payment bemade to any Members on the footing of the value so fixedand may vest any such cash, shares, debentures, debenture-stock, bonds or other obligations in trustees upon such trustsfor the persons entitled thereto as may seem expedient tothe Directors, and generally and make such arrangement forthe acceptance, allotment and sale of such shares,debentures, debenture-stock, bonds, or other obligations andfractional certificates or otherwise as they may think fit.

(5) When deemed requisite, a proper contract shall be filed inaccordance with the Act and the Board may appoint anyperson to sign such contract on behalf of the Membersentitled as aforesaid and such appointment shall be effective.

(6) Subject to the provisions of the Act and these Articles, incases where some of the shares of the Company are fullypaid and others are partly paid, such capitalisation may beeffected by the distribution of further shares in respect ofthe fully paid shares and by crediting the partly paid shareswith the whole or part of the unpaid liability thereon, butso that as between the holders of the fully paid shares andthe partly paid shares, the sums so applied in the paymentof such further shares and in the extinguishment ordiminution of the liability on the partly paid shares shallbe applied pro-rata in proportion to the amount then alreadypaid or credited as paid on the existing fully paid and partlypaid shares respectively.

ACCOUNTS

176. The Company shall keep at the office or at such other place inIndia as the Board thinks fit proper Books of Account inaccordance with the provisions of the Act with respect to :

(a) all sums of money received and expended by the Companyand the matters in respect of which the receipts andexpenditure take place.

(b) all sales and purchases of goods by the Company.

(c) the assets and liabilities of the Company.

Directors to keep true accounts

52

Where the Board decides to keep all or any of the Books of Accountat any place other than the office of the Company, the Companyshall within seven days of the decision file with the Registrar anotice in writing giving the full address of that other place.The Company shall preserve in good order the Books of Accountrelating to a period of not less than eight years preceding thecurrent year together with the vouchers relevant to any entry insuch books of account.Where the Company has branch office, whether in or outsideIndia, the Company shall be deemed to have complied with thisArticle if proper Books of Account relating to the transactionseffected at the branch office are kept at the branch office andproper summarized returns, made up to date, at intervals of notmore than three months, are sent by the branch office to theCompany at its office or other place in India, at which theCompany's Books of Accounts are kept as aforesaid.The Books of Account shall give a true and fair view of the stateof affairs of the Company of branch office as the case may be,and explain its transactions. The Books of Account and otherbooks and papers shall be open to inspection by any Directorduring business hours.

177. The Board shall from time to time determine whether and to whatextent and at what times and places and under what conditionsor regulations the accounts and books of the Company or any ofthem shall be open to the inspection of members not beingDirectors and no member (not being a Director) shall have anyright of inspecting any account or books or documents of theCompany except as conferred by law or authorized by the Board.

178. The Directors shall from time to time, in accordance with therelevant provisions of the Act cause to be prepared and to be laidbefore the Company in General Meeting, such Balance Sheets,Profit and Loss Accounts, Cash Flow Statements and Reports asare required by the relevant Sections.

179. A copy of every such Profit and Loss Account, Balance Sheet andthe Cash Flow Statement (including the Auditors' Report andevery other document required by law to be or attached to theBalance sheet), shall at least twentyone days before the meetingat which the same are to be laid before the members be sent tothe members of the Company, to holders of debentures issued bythe Company (not being debentures which ex-facie are payableto the bearer thereof), to trustees for the holders of suchdebentures and to all persons entitled to receive notice of GeneralMeetings of the Company, PROVIDED THAT if the copies ofthe documents aforesaid are sent less than twenty-one days beforethe date of the meeting, they shall, notwithstanding the fact, bedeemed to have been duly sent if it is so agreed by all themembers entitled to vote at the Meeting.

180. Every account of the Company when audited and approved by aGeneral Meeting shall be conclusive except as regards any errordiscovered therein within three months next after the approvalthereof. Whenever any such error is discovered within that periodthe account shall forthwith be corrected, and thenceforth shall beconclusive.

As to inspection of accounts or booksby members

Statement of account to be furnishedto General Meeting

Copies shall be sent to each members

Accounts when audited and approvedshall be conclusive

53

181. (1) If it appears to the Directors of the Company that–(a) the financial statement of the Company; or(b) the report of the Board,

do not comply with the provisions of the Act they mayprepare revised financial statement or a revised report inrespect of any of the three preceeding financial years afteroftaining approval of the Tribunal on an application madeby the Company in such form and manner as may beprescribed and a copy of the order passed by the Tribunalshall be filed with the Registrar.

(2) Where copies of the previous financial statement or reporthave been sent out to members or delivered to the Registraror laid before the Company in general meeting, the revisionsmust be confined to -

(a) the correction in respect of which the previous financialstatement or report do not comply with the provisions ofthe Act; and

(b) the making of any necessary consequential alternation.182. Auditors shall be appointed and their rights and duties regulated

in accordance with the provisions of the Act.

DOCUMENTS AND NOTICES

183. (1) A document or notice may be served or given by theCompany on any member either personally or by sendingit by post to him to his registered address or (if he has noregistered address in India) to the address, if any, in Indiaor outside India supplied by him to the Company or to hisregistered email address, provided the Member hadregistered his email id with the Company and had opted forreceiving the notices or documents by email, for servingdocuments or notices on him.

(2) Where a document or notice is sent by post or by email,service of the document or notice shall be deemed to beeffected by properly addressing, prepaying and posting aletter containing the document or notice or in case of emailcommunication sending the document or notice to theregistered email id, provided that where a member hasintimated to the Company in advance that documents ornotices should be sent to him under a certificate of postingor by registered post with or without acknowledgment dueand had deposited with the Company a sum sufficient todefray the expenses of doing so; service of the documentsor notice shall not be deemed to be effected unless it is sentin the manner intimated by the member, and, such serviceshall be deemed to have been effected in the case of aNotice of a meeting, at the expiration of fortyeight hoursafter the letter containing the document or notice is postedand in any other case, at the time at which the letter wouldbe delivered in the ordinary course of post. In the case ofan email communication, the service shall be deemed tohave been effected at the time at which the email was sentby the Company.

Accounts to be audited

Service of documents or notice onMembers by company

54

(3) Notwithstanding anything stated in sub-clause (2) hereof,all notices and communications to be sent to foreignshareholders shall, in addition to posting or dispatch byemail as aforesaid, at the discretion of the Directors, bedispatched by telegram and/or telex.

(Amended vide Special resolution passed at the AnnualGeneral Meeting of the Company held on 2 May, 2012).

184. A document or notice advertised in a newspaper circulating in theneighborhood of the office shall be deemed to be duly served orsent on the day on which the advertisement appears on or to everymember who has no registered address in India and has notsupplied to the Company an address within India for the servingof documents on or the sending of notices to him.

185. A document or notice may be served or given by the Companyon or to the joint-holders of a share by serving or giving thedocument on or to the joint-holder named first in the Register ofMembers in respect of the share.

186. A document or notice may be served or given by the Companyon or to the persons entitled to a share in consequence of the deathor insolvency of a member by sending it through the post inprepaid letter addressed to them by name or by the title orrepresentatives of the deceased, or assignee of the insolvent orby any like description, at the address (if any) in India suppliedfor the purpose by the persons claiming to be entitled, or until,such an address has been so supplied by serving the documentor notice in any manner in which the same might have been givenif the death or insolvency had not occurred.

187. Documents or notices of every General Meeting shall be servedor given in same manner herein before authorized on or to (a)every member, (b) every person entitled to a share in consequenceof the death or insolvency of a member, and (c) the Auditor orAuditors for the time being of the Company.

188. Every person who, by operation of law, transfer or by other meanswhatsoever, shall become entitled to any share, shall be boundby every document or a notice in respect of such share, whichpreviously to his name and address being entered on the Registerof Members, shall have been duly served on or given to the personfrom whom he derives his title to such shares.

189. Any document or notice to be served or given by the Companymay be signed by a Director or some person duly authorized bythe Board of Directors for such purpose and the signature theretomay be written, printed or lithographed.

190. All documents or notices to be served or given by members onor to the Company or any officer there of shall be served or givenby sending it to the Company or officer at the Office by post undera certificate of posting or by registered post, or by leaving it atthe office.

By Advertisement

On Joint-holder

On personal representative etc.

To when documents or notices mustbe served or given

Members bound by documents ornotices served on or given toprevious holders

Document or notice by Company andsignature thereto

Service of documents or notice bymembers

55

WINDING-UP

191. The Liquidator on any winding-up (whether voluntary, undersupervision or compulsory) may, with the sanction of a SpecialResolution, but subject to the rights attached to any preferenceshare capital, divide among the contributories in specie any partof the assets of the Company and may with the like sanction, vestany part of the assets of the Company in trustees upon such trustsfor the benefit of the contributories as the liquidator, with the likesanction shall think fit.

INDEMNITY AND RESPONSIBILITY

192. Every officer or agent for the time being of the Company shallbe indemnified out of the assets of the Company against allliability incurred by him in defending any proceedings, whethercivil or criminal, in which judgments is given in his favour or inwhich he is acquitted or discharged or in connection with anyapplication under the provisions of the Act in which relief isgranted to him by the Court.

SECRECY CLAUSE

193. (a) Every Director, Manager, Auditor, Treasurer, Trustee,member of a committee, officer, servant, agent, accountantor other person employed in the business of the Companyshall, if so required by the Directors, before entering uponhis duties, sign a declaration pledging himself to observestrict secrecy respecting all transactions and affairs of theCompany with the customers and the state of the accountswith individuals and in matters relating thereto, and shallby such declaration pledge himself not to reveal any of thematters which may come to his knowledge in the dischargeof his duties except when required to do so by the Directorsor by law or by the person to whom such matters relate andexcept so far as may be necessary in order to comply withany of the provisions in these presents contained.

(b) No member shall be entitled to visit or inspect any worksof the Company without the permission of the Directors orto require discovery of or any information respecting anydetails of the Company's trading, or any matter which is ormay be in the nature of a trade secret, mystery of trade,secret process or any other matter which may relate to theconduct of the business of the Company and which in theopinion of the Directors, it would be inexpedient in theinterest of the Company to disclose.

Liquidator may divide assets inspecie

Director’s and others’ right ofindemnity

Secrecy Clause

56

2 (Two) EquityTOTAL

Bombay : 3rd November, 1987.

We, the several persons, whose names and addresses are subscribed, are desirous of being formed intoa company in pursuance of these Articles of Association, and we respectively agree to take the number ofshares in the capital of the Company set opposite our respective names.

Name, Address,Description, Occupation& Signatureof Subscribers

Number of Sharestaken by eachsubscriber

Names, Addresses,Description, Occupation& Signature ofWitnesses

S/o, Kaikhushru BilpodiwalaChartered Accountants/d H.K. Bilpodiwala

Mr. Homi K. Bilpodiwala6 C, Crystal,Altamount Road,Bombay 400 026.

Mr. Murzban P. Narsang804/C, Ratee Lodge,Dr. Ambedkar Road,Dadar, Bombay 400 014

S/o, Phiroze H. NarsangChartered Accountants/d. M.P. Narsang.

1 (One)Equity

1 (One)Equity

Mr, N.P.Bhor

S/o, P. BhorC/o, Sharp & TannanBank of Baroda BuildingBombay Samachar Marg,Bombay 400 023.Services/d. N.P. Bhor

57

58

59

60

61

IN THE HIGH COURT OF JUDICATURE AT BOMBAYORDINARY ORIGINAL CIVIL JURISDICATION

COMPANY PETITION NO. 326 OF 1993CONNECTED WITH

COMPANY APPLICATION NO. 195 OF 1993

In the matter of CompaniesAct, 1956

And

In the matter of Sections 391to 394 of the said Act

And

In the matter of ESAB India Limited

And

In the matter of Scheme of Amalgamation betweenESAB India Limited and Maharastra WeldaidsLimited

ESAB India Limited a Company incorporatedunder the Companies Act, 1956 and having itsRegistered Office at Poonam Chambers, North Wing,2nd Floor, Dr. A.B. Road, Shivagar Estate, Worli,Bombay-440 018.

Versus

Maharashtra Weldaids Limited a Companyincorporated under the Companies Act, 1956 andhaving its Registered Office at B-28 MIDC Area,Kalmeshwar, Nagpur-441 501

CORAM : Mr. VYAS J.

Date : 12th January, 1994

UPON the Petition of Easb India Limited, the Petitioner abovenamed presented to this Hon'ble Court on the 20thday of July, 1993 for sanction of Scheme of Amalgamation whereby the undertaking and business of MaharashtraWeldaids Limited (hereinafter referred to as “The Transferor Company”) with ESAB India Limited (hereinafterreferred to as “the Transferee Company”) and for other consequential reliefs mentioned in the Petition And thesaid Petition being this day called on for hearing and final disposal AND UPON READING the said petition andthe Affidavit of Mr. Richard Mendonca dated the 20th day of July, 1993 verifying the said Petition AND UPONREADING the Affidavit of Mr. Richard Mendonca dated 27th day of August, 1993, proving publication of thenotice of the date of hearing of the said petition AND UPON READING the order dated the 21st day of April,

.. Petitioner

.. Respondent

62

1993 in Company Application No. 195 of 1993 whereby the Transferee Company was ordered to convene aMeeting of its Equity Shareholders for the purpose of considering and if though fit approving with or withoutmodification, the said Scheme of Amalgamation proposed to be made between the Transferor Company and theTransferee Company and annexed as Exhibit "E" to the Affidavit of Mr. Richard Mendonca dated the 19th day ofApril, 1993 in support of the said Company Application AND UPON PERUSING the issues of "Free PressJournal" dated 17th day of May, 1993 and of "Navashakti" dated the 17th day of May, 1993 each containingadvertisement of the said Notice convening the said Meeting directed to be held by the said Order dated the 21stday of April, 1993 AND UPON READING the Affidavit of Mr. Kalidass Vanjpe dated the 7th day of June, 1993proving the publication and dispatch of the Notice convening the said Meeting AND UPON READING theReport dated the 6th day of July, 1993 of Mr. Homi K Bilpodiwalla, Chairman of the said Meeting as to the resultof the said Meetings AND UPON READING the Affidavit of Mr. Homi K. Bilpodiwalla dated the 6th day ofJuly, 1993 verifying the said Report AND UPON HEARING Shri VEERENDRA V. TULZAPURKAR instructedby M/s Crawford Bayley & Co., Advocates for the Transferee Company and Mr. T.V. Khatri Panel Counsel forthe Regional Director, Department of Company Affairs, Maharashtra, Bombay, who appears in pursuance of theNotice dated the 3rd day of August, 1993 under Section 394-A of the Companies Act, 1956, who submits to theorders of the Court AND no other person entitled to appear at the hearing of the said Petition appearing this dayeither in support of the said Petition or to show cause against the same, THIS COURT DOTH HEREBYSANCTION the Scheme of Amalgamation as set forth in Exhibit "E" to the said Petition and in the Schedulehereto AND DOTH HEREBY DECLARE THAT the same is binding on the Transferee Company and itsmembers as also on the Transferor Company AND THIS COURT DOTH FURTHER ORDER that with effectfrom the 1st day of April, 1992 (hereinafter called "the Transfer Date") the undertaking and all properties, allrights, and powers of every kind and description including all the assets and interest of the Transferor Companybe transferred without further act or deed to the Transferee Company and the same shall pursuant to Section394(2) of the Companies Act, 1956, be transferred to and do vest in the Transferee Company, free from all effectsand interests of the Transferor Company therein subject nevertheless to all charges, if any, now affecting the sameAND THIS COURT DOTH FURTHER ORDER that all liabilities, duties and obligations of the TransferorCompany be transferred without further act or deed to the Transferee Company with effect from the 1st day ofApril, 1992 and the same shall pursuant to Section 394 (2) of the Companies Act, 1956, be transferred to and dobecome the liabilities, duties and obligations of the Transferee Company AND THIS COURT DOTH FURTHERORDER that all legal proceedings now pending by or against the Transferror Company be continued and beenforced by or against the Transferee Company AND THIS COURT DOTH FURTHER ORDER that theTransferee Company shall issue and allot in accordance with the provisions of Clause 7 (i) of the Scheme ofAmalgamation to the shareholders holding equity shares in the Transferor Company on such date as the Board ofDirectors of the Transferee Company may determine, one equity share of Rs. 10/- (Rupees Ten Only) each fullypaid-up for every two equity shares of Rs. 10/-(Rupees Ten only) fully paid-up held by them in the TransferrorCompany AND THIS COURT DOTH FURTHER ORDER that the Transferee Company do within thirty daysafter the date of the sealing of this order cause a certified copy of this Order to be delivered to the Registrar ofCompanies, Maharashtra, Bombay, for registration and on such certified copy being so delivered AND upon theconditions referred to in clause 14 of the Scheme of Amalgamation being fulfilled, the Transferor Company bedissolved without winding up and that the Registrar of Companies Maharashtra, Bombay shall place all files,documents and records relating to the Transferor Company on the file kept by him in relation to the TransfereeCompany and consolidate the same accordingly AND THIS COURT DOTH FURTHER ORDER that theparties to the said Scheme of Amalgamation sanctioned herein and any other person, or persons interestedtherein, shall be at liberty to apply to this Honourable Court for any directions that may be necessary in regard tothe working of the Scheme of Amalgamation sanctioned herein AND THIS COURT DOTH LASTLY ORDERthat the Petitioner do pay the sum of Rs. 500/- (Rupees Five Hundred only) to the Regional Director, Departmentof Company Affairs, Maharashtra, Bombay, towards the costs of the said Petition WITNESS.

63

SMT. SUJATA VASANT MANOHAR, Acting Chief Justice at Bombay aforesaid this 12th day of January,1994.

By the Court,

For Prothonotary & Senior Master

Order sanctioning the Scheme ofAmalgamation under Sections 391and 394 of the Companies Act, 1956drawn on the application ofM/s. Crawford Bayley & Co., Advocateshaving their office atState Bank Building, NGN Vaidya MargFort, Bombay-400 023.

SCHEDULE

SCHEDULESCHEME OF AMALGAMATION

OFMAHARASHTRA WELDAIDS LIMITED

WITHESAB INDIA LIMITED

Preliminary :

(a) In this Scheme, unless inconsistent with the subject or context, the following expressions shall havethe following meanings :

"The Transferor Company" means Maharashtra Weldaids Limited, a Company incorporated underthe Companies Act, 1956, whose Registered Office is situated at B28 MIDC Area, Kalmeshwar,Nagpur-441 501.

"The Transferee Company" means Esab India Limited, a Company incorporated under the CompaniesAct, 1956, whose Registered Office is situated at Bank of Baroda Bldg., 5th Floor, Bombay SamacharMarg, Bombay-400 023. "The Act" means the Companies Act, 1956.

"The Transfer Date" means the commencement of business on 1 st day of April, 1992. "The MWLShareholders" means the persons who are registered as the holders of the issued Equity Shares in theCapital of the Transferor Company as on such date (after the Effective Date hereinafter defined) asthe Board of Directors of the Transferee Company may determine. "Effective Date" means the day onwhich the last of the approvals specified in clause 14 of the Scheme shall have been obtained andcertified copies of orders of the High Court of Judicature at Bombay under Sections 391 and 394 ofthe Act are filed with the Registrar of Companies, Maharashtra, Bombay.

(b) The Authorised, Issued and Subscribed Capital of the Transferor Company as on 31st March, 1992was as under:SHARE CAPITAL Rs.

(in 000)AUTHORISED30,00,000 Equity Shares of Rs. 10/- each 3,00,000ISSUED SUBSCRIBED AND PAID UP19,98,000 Equity Shares of Rs. 10/- each fullypaid up 1,99,800

Add Shares forfeited 100

1,99,900

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(c) The Authorised, Issued and Subscribed Capital of the Transferee Company as on 31st March, 1992 wasas under :

AUTHORISED Rs.(in 000)

1,70,00,000 Equity Shares of Rs. 10/- each 17,00,00030,00,000 Unclassified shares of Rs. 10/- each 3,00,000

20,00,000

ISSUED SUBSCRIBED AND PAID UP50,00,000 Equity Shares of Rs. 10/- each fullypaid 5,00,000Less calls in arrears 1,120

4,98,880

The Scheme :

(1) The undertaking of the Transferor Company shall with effect from the Transfer Date and without anyfurther act or deed be deemed to have been transferred to and vested in the Transferee Company pursuantto Section 394(2) of the Act as a going concern for all the estate and interest of the Transferor Companybut subject nevertheless to all charges, if any, then affecting the same or any part thereof and on theTransfer Date the Transferor Company shall be deemed to have been amalgamated with the TransfereeCompany.

(2) (a) For the purpose of this Scheme the undertaking of the Transferor Company shall include(i) all the property of the Transferor Company as on the Transfer Date and(ii) all the liabilities of the Transferor Company as on the Transfer Date.

(b) Without prejudice to the generality of sub-clause (a) hereof, the undertaking of the TransferorCompany shall include all rights, privileges, powers and authorities and all property movable orimmovable, real, corporeal or incorporeal in possession or reversion, present or contingent ofwhatsoever nature and wheresoever situate including in particular all licenses and liberties, patents,trade marks and import quotas held and applied for and telephones and telexes held by the TransferorCompany or to which the Transferor Company is entitled including interests, if any, acquired incompanies or partnerships and all other ancillary and incidental business and services before theeffective date and all debts, liabilities and duties of the Transferor Company and all other obligationof whatsoever kind including liabilities for payment of gratuity, pension benefits, provident fundor compensation in the event of retrenchment. PROVIDED ALWAYS that the Scheme shall notoperate to enlarge the security for any loan, deposit or facility created by or available to theTransferor Company which shall vest in the Transferee Company by virtue of the amalgamationand the Transferee Company shall not be obliged to create any further or additional securitytherefor after the amalgamation has become effective or otherwise.

(3) If any suit appeal or other proceedings of whatever nature (hereinafter called "the proceedings") by oragainst the Transferor Company be pending, the same shall not abate, be discontinued or be in any wayprejudically affected by reason of the transfer of the undertaking of the Transferor Company or ofanything contained in this Scheme but the proceedings may be continued prosecuted and enforced by oragainst the Transferee Company in the same manner and to the same extent as it would or might havebeen continued, prosecuted and enforced by or against the Transferor Company as if this Scheme hadnot been made.

65

(4) (a) The transfer and vesting of the property and liabilities under Clauses 1 and 2 hereof and thecontinuance of the proceedings by the Transferee Company under Clause 3 hereof shall not affectany transactions or proceedings already concluded by the Transferor Company in the ordinarycourse of business on and after the Transfer Date to the end and intent that the Transferee Companyaccepts and adopts on behalf of itself all acts, deeds and things done and executed by the TransferorCompany as acts, deeds and things done and executed by or on behalf of the Transferee Company.

(b) As from the Transfer Date the Transferor Company shall be deemed to have carried on and to becarrying on its business on behalf of and on account of the Transferee Company until such time asthe amalgamation becomes effective in terms of this Scheme.

(c) All profits accruing to the Transferor Company or losses arising on incurred by it shall for allpurposes be treated as the profits or losses of the Transferee Company, as the case may be.

(5) Subject to the provisions contained in the Scheme all contracts, deeds, bonds, agreements and otherinstruments of whatever nature to which the Transferor Company is a party subsisting or having effectimmediately before the amalgamation shall be in full force and effect against or in favour of the TransfereeCompany and may be enforced as fully and as effectively as if instead of the Transferor Company theTransferee Company has been a party thereto.

(6) The Transferor Company hereby undertakes from the Transfer Date upto and including the EffectiveDate :

(a) to carry on its business with proper prudence and not, without the prior consent of the TransfereeCompany, to alienate, charge or otherwise deal with or dispose off the said Undertaking or anypart thereof (execpt in the ordinary course of business) nor to undertake any new business or asubstantial expansion of its existing business;

(b) not to vary the terms and conditions of employment of its employees;

(c) not to declare any dividend for period commencing from the Transfer Date upto and including theEffective Date without written consent of the Transferee Company;

(d) not to issue or allot any right shares or bonus shares out of its authorised or unissued share capitalfor the time being without written consent of the Transferee Company.

(7) Upon the transfer of the undertaking of the Transferor Company pursuant to clauses I hereof and theamalgamation becoming effective in terms of this Scheme the consideration in respect of such transfershall subject to the provisions of this Scheme be paid and satisfied by the Transferee Company asfollows :-

(i) The Transferee Company shall issue at par and allot to the MWL Shareholders Equity shares inthe Transferee Company in the proportion of one equity Share of Rs. 10/- each in the TransfereeCompany credited as fully paid up for every two Equity Shares of Rs. 10/- each held by them inthe Transferor Company on such Record date after the Effective Date as the Board of Directors ofthe Transferee Company may determine.

For the purpose of such allotment, fractional entitlements, if any, shall be ignored but such sharesrepresenting fractional entitlements shall be allotted to two nominees of the Transferee Companyupon trust to sell the shares representing such fractions and to distribute the sale proceeds (lessexpenses) to those MWL Shareholders who are entitled to such fractions in the proportion inwhich they are so entitled.

66

(ii) The said Equity Shares in the Transferee Company to be issued to the MWL Shareholders shallrank pari passu in all respects with the existing Equity Shares in the Transferee Company exceptthat they shall not be eligible for any dividend paid or declared by the Transferee Company priorto the Effective Date.

(iii) All members whose names shall appear in the Register of Members of the Transferor Company onsuch Record date (after the Effective Date) as the Board of Directors of the Transferee Companymay determine, shall surrender their share certificates held by them in the Transferor Company forcancellation thereof to the Transferee Company. In default, upon the new shares in the TransfereeCompany being issued and allotted by it to the MWL Shareholders whose names shall appear onthe Register of Members of the Transferor Company on such date as aforesaid, the share certificatesin relation to the shares held by them in the Transferor Company shall be deemed to have beencancelled.

(iv) If at any time between the Transfer Date and the Effective Date, the Transferee Company shallcapitalize profits by way of bonus issue of Equity Shares to it's members, then the number ofshares and/or fractional certificates, as the case may be, to be allotted by the Transferee Companyto each member of the Transferor Company pursuant to the provisions of clause 7 (i) hereofshall be such number of shares and/or fractional certificates as is arrived at by multiplying thenumber of shares and/or fractional certificates to which he shall, but for the provisions of thisclause, become entitled by a fraction, the numerator of which shall be total number of theEquity Shares of the Transferee Company constituting its subscribed Equity Share Capitalimmediately after the allotment of such bonus shares and the denominator of which shall be thetotal number of the Equity Shares of the Transferee Company constituting its subscribed EquityShare Capital immediately before the allotment of such bonus shares.

(v) All mandates or other instructions in force at the close of business on the Effective Date relatingto the payment of dividends on the equity shares of the Transferor Company shall unless anduntil revoked be deemed to be valid and subsisting mandates or instructions to the TransfereeCompany in relation to the corresponding equity shares of the Transferee Company to be issuedand allotted pursuant to the Scheme.

(8) The Transferee Company shall cause a special resolution to be passed pursuant to Section 81 (1 A) ofthe Act for the offer and allotment of Equity Shares in the Transferee Company to the MWLShareholders in accordance with and subject to the provisions of this Scheme.

(9) Subject to an order being made by the High Court at Bombay under Section 394 of the Act, theTransferor Company shall be dissolved without winding up on the date of the fulfillment of the conditionsset out in Clause 14 hereof.

(10) All employees of the Transferor Company who are in employment of the Transferor Company on theeffective date in terms of this Scheme shall as from such date become the employees of the TransfereeCompany on the basis that their services have not been interrupted by the vesting of the undertakingof the Transferor Company in the Transferee Company under this Scheme and that the terms andconditions of service applicable to them on the Effective Date as aforesaid will not in anyway be lessfavourable to them than those applicable to them immediately before the Effective Date as aforesaid.

(11) All the creditors of the Transferor Company shall become the creditors of the Transferee Company onthe same terms and conditions and without the Transferee Company being required to extend furthersecurity for the same.

67

(12) The existing provident funds and other funds for benefit of employees created by the TransferorCompany shall be deemed to have been created by the Transferee Company in place of the TransferorCompany with all rights and obligations of the Transferor Company and the employees of the TransferorCompany who are beneficiaries of such provident funds and pensions and other funds shall continueto be the beneficiaries on the same terms and conditions as are existing in the Transferor Company.

(13) The Board of Directors of the Transferor Company and of the Transferee Company acting jointly orany person or persons duly authorised by them respectively may assent on behalf of all concerned toany modification of or addition to this Scheme or to any condition which the High Court at Bombaymay think fit to impose and may do all acts, deeds, matters and things necessary and/or expedient forcarrying this Scheme into effect.

(14) The scheme is conditional upon the following approvals and the amalgamation shall be deemed to beeffective on the date on which the last of such approvals shall have been obtained.

(a) The approval to the issue and allotment of Equity Shares in the Transferee Company to theMWL Shareholders in accordance with and subject to the provisions of the Scheme by a specialresolution of the Transferee Company pursuant to Section 81 (1 A) of the Act.

(b) The sanction of this Scheme by the High Court at Bombay under Section 391 of the Act and theappropriate orders being made by the High Court pursuant to Section 394 of the Act for theamalgamation under this Scheme and for the implementation thereof.

(c) the approval of Reserve Bank of India pursuant to the provisions of the Foreign ExchangeRegulation Act, 1973 to the extent necessary to issue and allot shares in the Transferee Companyto the non-resident shareholders of the Transferor Company.

(d) The Transferor Company and/or the Transferee Company shall also obtain such other consentor approval as may be required under any statute or contract not specifically referred to in thisScheme.

(15) All costs, charges and expenses of the Transferor Company and the Transferee Company respectivelyin relation to or in connection with negotiations leading upto the Scheme and of carrying out andcompleting the terms and provisions of this Scheme and of and incidental to the completion ofamalgamation of the Transferor Company in puruance of this Scheme shall be borne and paid by theTransferee Company.

(16) Upon the Scheme being sanctioned and taking effect all cheques, drafts, Pay Orders and/or paymentadvice of any kind or description issued in favour of the Transferor Company either before or after thetransfer date or in future may be deposited with the Bank of the Transferee Company and credit of allreceipts thereunder will be given in the account of the Transferee Company.

(17) In case this Scheme is not sanctioned by the High Court at Bombay or for any other reason thisScheme cannot be implemented before 30th June, 1994 or within such further period or periods asmay be agreed upto between the Transferor Company (by its Directors) and the Transferor Company(by its Directors) this Scheme shall become null and void and in that event no rights and liabilities shallaccrue to or be incurred inter se by the parties in terms of this Scheme.

68

IN THE HIGH COURT OF JUDICATURE AT MADRAS(ORIGINAL JURISDICATION)

Friday, the Thirteenth day of June, 2008

THE HON'BLE MRS. JUSTICE CHITRA VENKATARAMANCOMP. PETN. NO. 116 of 2008

In the matter of CompaniesAct 1956 (1 of 1956);

And

In the matter of ESAB Welding and CuttingSystems Limited

And

In the matter of Scheme of Amalgamation ofESAB Welding and Cutting Systems Limited withESAB India Limited and their respectiveshareholders.

CP.NO. 116/2008:

ESAB Welding and Cutting Systems Limited,a Company registered under theCompanies Act, 1956, and havingits Registered Office at Plot No. 13,Third Main Road, Industrial EstateAmbattur, Chennai 600 058. Vs. .. Petitioner/Transferor Company

ESAB India Limited,a Company registered under theCompanies Act, 1956, and having itsRegistered Office at Plot No. 13,Third Main Road, Industrial EstateAmbattur, Chennai 600 058. Vs. .. Respondent/Transferee Company

This Company Petition praying this Court:

a) That the Scheme of Amalgamation of ESAB Welding and Cutting Systems Limited with ESABIndia Limited, be sanctioned by the High Court with effect from 1st January 2008 so as to bebinding on all the shareholders and creditors of the Petitioner Company namely, ESAB Weldingand Cutting Systems Limited and on the said Petitioner Company and also on the RespondentCompany namely, ESAB India Limited and on all the shareholders and creditors of the RespondentCompany.

b) That the Petitioner Company namely ESAB Welding and Cutting Systems Limited be dissolvedwithout winding up.

This Company petition coming on this day before this Court for hearing in the presence ofMr.P.H.Arvindh Pandian, Advocate for the Petitioner in the Company Petition No. 116/2008, and

69

Mr.M.Devendran, Senior Panel Counsel appearing for the Regional Director, Southern Region,Department of Company Affairs, Chennai, and Mrs.Latha Parimala Vadhana, Assistant OfficialLiquidator, for Official Liquidator, High Court Madras, and upon reading the Company PetitionNo. 116/ 2008 and the affidavit of R. Vasudevan, Regional Director, Southern Region, Departmentof Company Affairs, Chennai and the report dated 12.5.2008 filed by the Official Liquidator, HighCourt, Madras herein and the advertisement of the Company Petition having been made in oneissue of English Daily "The New Indian Express" dated 18.04.2008 and also in one issue of TamilDaily "Dina Mani" dated 18.04.2008 and this Court having dispensed with the convening, holdingand conducting of the meeting of the equity shareholders of the said petitioner company by anorder dated 25.03.2008 and made in C.A.No.879/2008 and the orders herein dated 11.04.2008 andon perusal of the report of the Official Liquidator, High Court, Madras, summarizing the reportof the Chartered Accountant, states that the affairs of the transferor Company had not beenconducted in a manner prejudical to the interest of its members or to the public interest and theydo not come across any act of misfeasance by the directors attracting the provisions of Sections542 and 543 of the Companies Act, 1956, and this Court taking note of the report filed by theChartered Accountant as enclosed by the Official Liquidator, High Court, Madras and having stoodover for consideration till this date and coming on this day before this Court for orders in thepresence of the said advocates for the parties hereto.

This Court doth hereby sanction the Scheme of Amalgamation annexed hereunder with effect from1.1.2008 and declare the same to be binding on all the shareholders and creditors of the said companiesand on the said companies, THIS COURT DOTH FURTHER ORDER AS FOLLOWS:-

(1) That, the Petitioner Company herein do file with the Registrar of Companies, Chennai, a certified copyof the order within 30 days from this date.

(2) That, the parties to the Scheme of Amalgamation or any other person interested shall be at liberty toapply to this Court for any directions that may be necessary in regard to carrying out this Scheme ofAmalgamation Annexed hereunder.

(3) That the Transferor Company viz., ESAB Welding and Cutting Systems Limited shall be dissolvedwithout being wound up.

(4) That Mr. M Devendran, Senior Panel counsel shall be entitled to a fee of Rs.2500/- (Rupees twothousand five hundred only) from the Petitioner Company.

70

SCHEME OF AMALGAMATIONOF

ESAB WELDING AND CUTTING SYSTEMS LIMITEDWITH

ESAB INDIA LIMITEDAND

THEIR RESPECTIVE SHAREHOLDERS

This Scheme of Amalgamation is presented for the amalgamation of ESAB WELDING AND CUTTINGSYSTEMS LIMITED with ESAB INDIA LIMITED and their respective shareholders, pursuant to sections391 to 394 of the Companies Act, 1956.

PART A

1. DEFINITIONS

1.1. "Act" means the Companies Act, 1956, and shall include any statutory modifications, re-enactmentor amendment thereof.

1.2. "Appointed Date" means 1st January 2008 or such other date as may be approved by the Hon'bleHigh Court of Judicature at Madras.

1.3. "EWCS" means ESAB WELDING AND CUTTING SYSTEMS LIMITED, a Companyincorporated under the Act and having its Registered Office at Plot No. 13, 3rd Main Road, IndustrialEstate, Ambattur, Chennai - 600 058, State of Tamilnadu (hereinafter also referred to as "the TransferorCompany").

1.4. "EIL" means ESAB INDIA LIMITED, a Company incorporated under the Act and having itsRegistered Office at Plot No. 13, 3rd Main Road, Industrial Estate, Ambattur, Chennai - 600 058,State of Tamilnadu (hereinafter also referred to as "the Transferee Company").

1.5. "Effective Date" means the dates on which certified copies of the Orders of Honourable High Courtof Judicature at Madras, sanctioning the Scheme are filed with the Registrar of Companies at Chennai.

1.6. "Scheme" or "the Scheme" or "this Scheme" means this Scheme of Amalgamation in its presentform submitted to the Hon'ble High Court of Judicature at Madras or with any modification(s) madeunder Clause 13 of this Scheme or with such other modifications/amendments as the Hob'ble HighCourt of Judicature at Madras may direct.

1.7. "Transferor Company" means "EWCS" and "Transferee Company" means "EIL". "EIL" is the100% Holding Company of "EWCS". In other words, EWCS is wholly owned subsidiary of EIL.

1.8. "Undertakings" shall mean and include:

(a) All the assets and properties of the Transferor Company as on the Appointed Date (hereinafterreferred to as a "the said assets");

(b) All debts, liabilities, duties and obligations of the Transferor Company including contingentliabilities as on the Appointed Date (hereinafter referred to as "the said liabilities");

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(c) Without prejudice to the generality of sub-clause (a) above, the Undertakings of the TransferorCompany shall include the Transferor Company's reserves, share premium account, balances inthe Profit and Loss Account, movable and immovable properties including plant and machinery,equipment, furniture's, fixtures, vehicles, stocks and inventories, leasehold assets and otherproperties, real corporeal and incorporeal, in possession or reversion, present and contingentassets (whether tangible or intangible) of whatsoever nature, assets including cash in hand, amountslying in the banks to the credit of the Transferor Companies, investments, claims, powers, authorities,allotments, approvals, consents, investments letters of intent, registrations, contracts, engagement,arrangements, rights, credits, titles, interests, benefits, club memberships, advantages, leaseholdrights, brands, sub-letting tenancy rights, with or without the consent of the landlord as may berequired by law goodwill, other intangibles, industrial and other licenses, permits, authorizations,quota rights, trade marks, trade names, patents copyrights, and other industrial and intellectualproperties and rights of any nature whatsoever including know-how, domain names, or anyapplications for patents, patent rights, trade marks, trade names, copyrights whether tangible orotherwise and licenses, assignments and grants in respect thereof, import quotas, and other quotarights, right to use and avail of telephones, telex, facsimile and other communication facilitiesconnections, installations and equipment, rights, utilities, electricity and electronic and all otherservices of every kind, nature and description whatsoever, reserves, provisions funds, and benefitsof all agreements, arrangements, deposits, advances, recoverable and receivables, whether fromgovernment, semi-government, local authorities or any other person including customers,contractors or other counter parties, etc. cash and bank balances, all earnest monies holiday, taxrelief under the income Tax Act such as credit for advance and/or deposits, rights, titles, claimsand all other interests, rights and powers of every kind, nature and description whatsoever, privileges,liberties, easements, advantages, benefits, exemptions and approvals of whatsoever nature (includingbut not limited to benefits of all tax, taxes deducted at source, brought forward accumulated taxlosses, unabsorbed depreciation etc., benefits under the Sales Tax Act, sales tax set off, benefits ofany unutilized MODVAT/CEN VAT credits, etc.) and wheresoever situate, belonging to or in theownership, power or possession or control of or vested in or granted in favour of or enjoyed bythe Transferor Company as on the Appointed Date and thereafter.

PART B

2. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme set out herein in its present form or with any modification(s) approved or imposed ordirected by the Honb'le High Court of Judicature, Madras, shall be operative from the AppointedDate but shall be effective from the effective Date.

3. SHARE CAPITAL

3.1. The Share Capital of the Transferor Company as on 31st December 2007 is as under:

Amounts in Rs.Authorised:14,00,000 Equity shares of Rs. 10/- each 1,40,00,000

1,40,00,000

Issued, Subscribed and Paid-up:14,00,000 Equity shares of Rs. 10/- each 1,40,00,000

1,40,00,000

Subsequent to the balance sheet date there has been no change in the issued, subscribed and paid upcapital.

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3.2. The Share Capital of the Transferee Company as on 3 lst December 2007 is as under:

Amounts in Rs.Authorised:1,70,00,000 Equity shares of Rs. 10/- each 17,00,00,00030,00,000 Unclassified Shares of Rs. 10/- each 3,00,00,000

20,00,00,000Issued, Subcribed and Paid-up:1,53,93,020 Equity shares of Rs.10/- each fully paid up 15,39,30,200

15,39,30,200

Subsequent to the balance sheet date there has been no change in the issued, subscribed and paid upcapital.

PARTC

The material provisions of the proposed Scheme are as under:

4. VESTING OF UNDERTAKINGS

4.1. With effect from the opening of the business as on the Appointed Date, the entire business and thewhole of the undertakings of the Transferor Company including all its properties and assets (whethermovable or immovable, tangible or intangible) of whatsoever nature such as licenses, lease, tenancyrights, if any, and all other rights, title, interest, contracts, consent, approvals or powers of every kindnature and descriptions whatsoever, shall, pursuant to the provisions of Sections 391 to 394 and otherapplicable provisions of the Act and pursuant to the Orders of Hob'ble Madras High Court sanctioningthe Scheme, without any further act, deed, matter or thing, but subject to the existing charges /hypothecation / mortgages as on Effective Date over or in respect of the said Assets or any partthereof of the Transferor Company, stand transferred to and vest in and / or be deemed to be transferredto and vest in the Transferee Company so as to become properties of the Transferee Company.

4.2. It is expressly provided that in respect of such of the assets of the Transferor Company which aremoveable in nature or are otherwise capable of being handed over by manual delivery or by endorsementand delivery, the same shall be so transferred to the Transferee Company and the ownership andproperty therein passes to the Transferee Company on such handing over or on such delivery andtransfer shall be made on a date to be mutually agreed upon between the respective Board of Directorsof the Transferor Company and the Transferee Company within 30 days from the Effective Date.In respect of such of the said assets other than those referred to in sub Para above, without any furtheract, instrument or deed, be transferred to and vested in and/or be deemed to be transferred and vestedin the Transferee Company pursuant to the provisions of Section 394 of the Act as an integral part ofthe Scheme.

4.3 With effect from the Appointed Date, all debts, liabilities, contingent liabilities, duties and obligationsof the Transferor Company as on the close of business on the date preceding the Appointed Datewhether or not provided in the books of the Transferor Company and all other liabilities of the TransferorCompany which arises or accrues on or after the Appointed Date but which relates to the period on orup to the Appointed Date shall be deemed to be the debt, liabilities, contingent liabilities, duties andobligations of the Transferee Company.

5. ISSUE OF SHARESThe entire Equity Share Capital of the Transferor Company is being held by the Transferee Companyalong with its nominees. The Transferor Company is a 100% wholly owned subsidiary of the TransfereeCompany. Accordingly there would be No Issue of Equity Shares of the Transferee Company to theShareholders of the Transferor Company.

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6. ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY

6.1 On the Scheme becoming effective, the Transferee Company shall account for the merger in its booksas per the "Pooling of Interest Method" of Accounting prescribed under the Accounting Standard 14issued by the Institute of Chartered Accountants of India such that:-

(i) All the assets and liabilities recorded in the books of the Transferor Company shall standtransferred to and vested in the Transferee Company pursuant to the Scheme and shall berecorded by the Transferee Company at their book values as appearing in the books of theTransferor Company.

(ii) All reserves of the Transferor Company shall be transferred to the reserves in the TransfereeCompany i.e. the balance in the Profit & Loss Account of the Transferor Company will betransferred / adjusted to / against the Profit & Loss Account of the Transferee Company.

(iii) The investments in the Share Capital of the Transferor Company appearing in the books ofaccounts of the Transferee company as Investment will stand cancelled;

6.2 Further, in case of any differences in accounting policy between the Companies, the impact of the sametill the amalgamation will be quantified and adjusted in the Profit & Loss Account mentioned earlierto ensure that the financial statements of the Transferee Company reflect the financial position on thebasis of consistent accounting policy.

6.3 To the extent that if there are any inter-company loans, deposits or balances as between the TransferorCompany and the Transferee Company, the obligations in respect thereof shall come to an end andthere shall be no liability in that behalf and corresponding effect shall be given in the books of accountsand records of the Transferee Company for the reduction of any assets or liabilities as the case may beand there would be no accrual of interest or any other charges in respect of any such inter-companyloans, deposits or balances, with effect from the Appointed date.

7. CONDUCT OF BUSINESS UNTIL THE EFFECTIVE DATE

7.1 From the Appointed Date and upto and including the Effective Date, the Transferor Company:

a. Shall, in so far as it is necessary for the implementation of the Scheme, stand possessed of all itsproperties and 'assets referred to in clause 4 above for and on account of and in trust for theTransferee Company and shall account for the same to the Transferee company and be entitledto be indemnified accordingly.

b. Shall not without the written concurrence of the Transferee Company alienate, charge, orencumber or otherwise deal with any of their properties or assets otherwise than in the ordinarycourse of business. Nothing in this clause shall, however, affect or derogate from the vesting ofthe undertaking, properties, rights, powers and assets with effect from the Appointed date asprovided in Clause 4 hereof.

7.2 The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the Central/State Government(s) and all other agencies, departments and authorities concerned as are necessaryunder any law for such consents, approvals and sanctions which the Transferee Company may requireto carry on the business of the Transferor Company.

8. LEGAL PROCEEDINGS

8.1 All legal proceedings of any nature whatsoever by or against the Transferor Company pending on theAppointed Date shall not abate or be discontinued but the same shall be continued and enforced by oragainst the Transferee Company in the same manner and to the same extent as it would or might havebeen continued and enforced by or against the Transferor Company.

8.2 After the Appointed Date, if any proceedings are taken against the Transferor Company in respect ofthe matters referred to in sub-clause 8.1 above, it shall defend the same at the cost of the TransfereeCompany and the Transferee company shall reimburse and indemnity the Transferor Company againstall liabilities and obligations incurred by the Transferor Company.

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8.3 The Transferee Company undertakes to have all legal or other proceedings initiated by or against theTransferor Company referred to in Clause 8.1 above transferred into its name and to have the samecontinued, prosecuted and enforced by or against the Transferee Company.

9. CONTRACTS, DEEDS, BONDS AND OTHER INSTRUMENTS

Subject to the other provisions of this scheme, all contracts, deeds, bonds, agreements and otherinstruments of whatsoever nature to which the Transferor Company is a party and subsisting orhaving effect, against or in favour of the Transferor Company may be enforced by or against theTransferee Company as fully and effectively as if instead of the Transferor Company, the TransfereeCompany had been a party thereto. The transfer of properties, assets and liabilities under Clause 4hereof and the continuance of proceedings by or against the Transferee Company under Clause 8 shallnot affect any transaction or proceedings already concluded by the Transferor Company on and afterthe Appointed Date to the end and intent that the Transferee Company accepts and adopts all acts,deeds and things done and executed by the Transferor Company in respect thereof as done andexecuted on behalf of the Transferee Company. Further more as from the Appointed Date, the TransferorCompany shall be deemed to have carried on and to be carrying on its business on behalf of theTransferee Company untill such time as this Scheme takes effect.

10. EMPLOYEES OF THE TRANSFEROR COMPANY

10.1 All these employees of the Transferor Company, who are in service on the date immediately precedingthe Effective Date shall, unless otherwise desired by any of the employees, become the employees ofthe Transferee Company on the Effective Date.

10.2 On the Scheme finally taking effect as hereinafter provided:

(a) The employees of the Transferor Company shall become the employees of the TransfereeCompany, without any break or interruption in service and on terms and conditions not lessfavourable than those on which they are engaged by the Transferor Company as on the EffectiveDate. Services of all employees with the Transferor Company up to the Effective Date shall betaken into account from the date of their respective appointment with the Transferor Companyfor purposes of all retirement benefits for which they may be eligible. The Transferee Companyfurther agrees that for the purpose of payment of any retrenchment compensation, if any, suchpast services with the Transferor Company shall also be taken into account.

(b) The services of such employees shall not be treated as having been broken or interrupted for thepurpose of Provident Fund or Gratuity or

(c) Superannuation or other statutory purposes and for all purposes will be reckoned from the dateof their respective appointments with the Transferor Company.

(d) It is provided that as far as the Provident Fund, Gratuity Fund and Pension and/or SuperannuationFund or any other special fund created or existing for the benefit of the staff, workmen and otheremployees of the Transferor Company are concerned, upon the Scheme becoming finally effective,the Transferee Company shall stand substituted for the Transferor Company in respect of theemployees transferred with the Undertaking for all purposes whatsoever relating to theadministration or operation of such funds or Trusts or in relation to the obligation to makecontribution to the said Funds or Trusts in accordance with the provisions of such Funds or Trustsas provided in the respective Trust Deeds or other documents. It is the aim and the intent of theScheme that all the rights, duties, powers and obligations of the Transferor Company in relation tosuch Funds or Trusts shall become those of the Transferee Company. The Trustees including theBoard of Directors of the Transferor Company and the Transferee Company shall be entitled toadopt such course in this regard as may be advised, provided however that there shall be nodiscontinuation or breakage in the services of the employees of the Transferor Company.

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11. SAVING OF CONCLUDED TRANSACTIONS

The transfer of properties and liabilities under Clause 4 above and the continuance of proceedings byor against the Transferor Company under Clause 8 above shall not affect any transaction or proceedingsalready concluded by the Transferor Company on or after the Appointed Date till the Effective Date,to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things doneand executed by the Transferor Company in respect thereto as done and executed on behalf of itself.

12. APPLICATION TO HIGH COURT

The Transferor Company shall with all reasonable dispatch make applications/petitions under Sections391 and 394 of the Act and other applicable provisions of the Act to the Hon'ble High Court ofJudicature at Madras for seeking approval of the Scheme. The Transferee Company holding 100% ofthe Shares of the Transferor Company and therefore is not required to file a separate application/petition under Sections 391 and 394 of the Act before the Hon'ble High Court of Judicature at Madrasseeking approval of the Scheme.

13. MODIFICATION OR AMENDMENTS TO THE SCHEME

13.1 The Transferor Company and the Transferee Company through their respective Boards of Directorsin their full and absolute discretion, may assent to any modification or amendment to the Schemewhich the Hon'ble High Court of judicature at Madras, shareholders of the transferor company and/or the Transferee Company and/or any other competent authority may deem fit to approve/imposeand effect any other modification or amendment which the Boards in the best interests of the TransferorCompany or the Transferee Company may consider necessary or desirable and give such directions asthey may consider necessary or desirable for settling any question, doubt or difficulty arising underthe Scheme or in regard to its implementation or in any matter connected there with (including anyquestion, doubt or difficulty arising in connection with any deceased or insolvent shareholder of theTransferor Company or the Transferee Company) and to do all acts, deeds and things as may benecessary desirable or expedient for carrying the Scheme into effect. In the event that any modificationor amendment to the Scheme is unacceptable to the Transferor Company and/ or the TransfereeCompany for any reason whatsoever, the Transferor Company and/or Transferee Company shall be atliberty to withdraw from the Scheme at any time.

13.2 For the purpose of giving effect to the Scheme or to carry out any modification or amendment thereto,the Boards of Directors of the Transferor Company and the Transfreree Company or any Committeethereof is authorised to give such directions and/or to take such steps as may be necessary to desirableincluding any directions for settling any question, doubt or difficulty whatsoever that may arise.

14. CONDITIONALLY OF THE SCHEME

This Scheme is and shall be conditional upon and subject to:

14.1 The requisite, consent, approval or permission of the Central Government or any other statutory orregulatory authority, which by law may be necessary for the implementation of this Scheme.

14.2 The approval of and agreement to the Scheme by the requisite majorities in number and value of suchclasses of persons including the respective members and/or creditors of the Transferor Company andthe Transferee Company as may be directed by the High Court of Judicature at Madras under Sections391-394 of the Act.

14.3 If necessary the Transferee Company will take appropriate steps to accommodate the objects of theTransferor Company in its Memorandum of Association either during the course of pending theapproval of the present scheme or after the sanctioning of the scheme.

14.4 All other sanctions and orders as are legally necessary or required in respect of the Scheme beingobtained.

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15. EFFECT OF NON-RECEIPT OF APPROVALSIn the event of any of the said sanctions and approvals referred to in the preceding Clause not beingobtained and/or the Scheme not being sanctioned by the High Court at Madras as aforesaid thisScheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act ordeed done prior thereto as is contemplated hereunder or as to any rights and/or liabilities which mighthave arisen or accrued pursuant thereto and which shall be governed and be preserved or worked outas is specifically provided in the Scheme or as may otherwise arise in law. Each party shall bear andpay its respective costs, charges and expenses for and/or in connection with the Scheme.

16. DISSOLUTIONOn the Scheme becoming effective, the Transferor Company shall be dissolved without beingwound-up.

17. COSTS, CHARGES & EXPENSESAll costs, charges, taxes including duties, levies and all other expenses, if any arising out of or incurredin carrying out and implementing this Scheme and matters incidental thereto shall be borne by theTransferee Company.

WITNESS, The Hon'ble Thiru. Justice ASOK KUMAR GANGULY, Chief Justice of MadrasHigh Court, aforesaid this the 16th day of June, 2008.

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IN THE HIGH COURT OF JUDICATURE AT MADRAS(ORIGINAL JURISDICTION)

Thursday, the 9th day of December, 2010.

THE HON’BLE MR. JUSTICE S. RAJESWARAN

COMP. PETN. No. 261 of 2010

In the matter of Companies Act, 1956 (1 of 1956)and

In the matter of Section 391 to 394 of the Companies Act, 1956and

In the matter of Scheme of Amalgamation of Esab Engineering Services Limitedwith Esab India Limited

C.P. No. 261/2010 :

Esab Engineering Services Limited,a company incorporated under the Companies Act, 1956and having its Registered Office at Plot No. 13, 3rd Main Road,Industrial Estate, Ambattur, Chennai 600 058 represented byB. Mohan, Director

.... Petitioner / Transferor Company

Vs.

Esab India Limited,having its Registered Office at Plot No. 13, 3rd Main Road,Industrial Estate, Ambattur, Chennai 600 058

....Respondent / Transferee Company.

This Company Petition praying this Court:–

a) That the scheme of amalgamation of Esab Engineering Services Limited with Esab India Limitedbe sanctioned by the High Court with effect from 1.4.2010 so as to be binding on all the shareholdersand creditors of the Petitioner Company namely, Esab Engineering Services Limited and on thesaid Petitioner Company.

b) That the Transferor Company, namely, Esab Engineering Services Limited be dissolved withoutwinding up.

This Company Petition coming on this day before this Court for hearing in the presence ofMr. P.H. Arvindh Pandian, Advocate for the Petitioner in Company Petition No. 261/2010, andMr. G. Sethuram, Additional Central Government Standing Counsel appearing for the Regional Director,Southern Region, Ministry of Corporate Affairs, Chennai, and Mr. M. Jayakumar, Deputy Official Liquidatorfor official Liquidator, High Court, Madras, and upon reading the Company Petition No. 261/2010, andthe affidavit of K. Pandian, Regional Director, Southern Region, Ministry of Corporate Affairs, Chennaiand the report dated 23.11.2010 filed by the Official Liquidator, High Court, Madras in C.P. No. 261/2010, and the advertisement of the company petition having been made in one issue of English Daily“The New Indian Express” (Chennai Edition) dated 28.10.2010, and also in one issue of Tamil Daily

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“Dina Mani” (Chennai edition) dated 28.10.2010, and this Court having dispensed with the convening,holding and conducting of the meeting of the equity shareholders of the Applicant company by an orderdated 29.9.2010 and made in C.A. No. 1543 of 2010, and the orders of this Court dated 18.10.2010,and made in C.P. No. 261 of 2010, and on perusal of the report of the Official Liquidator, High Court,Madras summarising the report of the Chartered Accountant, to the effect that the affairs of the transferorcompany had not been conducted in a manner prejudicial to the interest of its members or to the publicinterest and they do not come across any act of misfeasance by the directors attracting the provisionsof Sections 542 and 543 of the Companies Act, 1956, and this Court doth hereby sanction the Schemeof Amalgamation annexed hereunder with effect from 1.4.2010 and declare the same to be binding onall the shareholders and creditors of the said companies, and the said companies, THIS COURT DOTHFURTHER ORDER AS FOLLOWS:–

(1) That, the Petitioner Company herein do file with the Registrar of Companies, Chennai a certifiedcopy of the order within 30 days from this date.

(2) That, the parties to the Scheme of Amalgamation or any other person interested shall be at libertyto apply to this Court for any directions that may be necessary in regard to carrying out thisScheme of Amalgamation annexed hereunder.

(3) That the Transferor Company, viz., Esab Engineering Services Limited, shall be dissolved withoutbeing wound up.

(4) That Mr. G. Sethuram, Additional Central Government Standing Counsel shall be entitled to a feeof Rs. 2500/- (Rupees two thousand and five hundred only) payable by the petitioner

Annexure:

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SCHEME OF AMALGAMATIONOF

ESAB ENGINEERING SERVICES LIMITEDWITH

ESAB INDIA LIMITED

This Scheme of Amalgamation is presented for the amalgamation of ESAB Engineering Services Limitedwith ESAB India Limited pursuant to Sections 391 to 394 of the Companies Act, 1956.

PART A

1. DEFINITIONS

1.1. "Act" means the Companies Act, 1956, and shall include any statutory modifications, re-enactmentor amendment thereof.

1.2. "Appointed Date" means 1st April, 2010 or such other date as may be approved by the Court.

1.3. "Court" means the Hon'ble High Court of Judicature at Madras or such other Court / Tribunalempowered to sanction the Scheme under the provisions of the Act.

1.4. "EESL" means ESAB ENGINEERING SERVICES LIMITED a Company incorporated underthe Act and having its Registered Office at Plot No. 13, 3rd Main Road, Industrial Estate, Ambattur,Chennai - 600058.

1.5. "EIL" means ESAB INDIA LIMITED, a Company incorporated under the Act and having itsRegistered Office at Plot No. 13, 3rd Main Road, Industrial Estate, Ambattur, Chennai - 600058.

1.6. "Effective Date" means the dates on which certified copies of the Orders of the Court, sanctioningthe Scheme are filed with the Registrar of Companies at Chennai by the Transferor Company.

1.7 "Scheme of Amalgamation" or "Scheme" or "the Scheme" or "this Scheme" means this Schemeof Amalgamation in its present form submitted to the Court or with any modification(s) madeunder Clause 14 of this Scheme or with such other modifications/amendments as the Court maydirect.

1.8. "Transferor Company" means EESL

1.9. "Transferee Company" means EIL.

1.10. "Undertakings" shall mean and include:

a) All the assets and properties of the Transferor Companies as on the Appointed Date(hereinafter referred to as "the said assets");

b) All the debts, liabilities, duties and obligations of the Transferor Companies including contingentliabilities as on the Appointed Date (hereinafter referred to as "the said liabilities");

c) Without prejudice to the generality of sub-clause (a) above, the Undertakings of the TransferorCompanies shall include the Transferor Companies reserves, balances in the Profit and LossAccount, movable and immovable properties including land, buildings, plant and machinery,equipment, furniture's, fixtures, vehicles, stocks and inventories, leasehold assets and otherproperties, real corporeal and incorporeal, in possession or reversion, present and contingentassets (whether tangible or intangible) of whatsoever nature, assets including cash in hand,

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amounts lying in the banks to the credit of the Transferor Companies, investments, claims,powers, authorities, allotments, approvals, consents, investments letters of intent, registrations,contracts, engagements, arrangements, rights, credits, titles, interests, benefits, clubmemberships, advantages, leasehold rights, brands, sub-letting tenancy rights, with or withoutthe consent of the landlord as may be required by law goodwill, other intangibles, industrialand other licenses, permits, authorizations, quota rights, trade marks, trade names, patentscopyrights, and other industrial and intellectual properties and rights of any nature whatsoeverincluding know-how, domain names, or any applications for patents, patent rights, trademarks, trade names, copyrights whether tangible or otherwise and licenses, assignments andgrants in respect thereof, import quotas, and other quota rights, right to use and avail oftelephones, telex, facsimile and other communication facilities connections, installations andequipment, rights, utilities, electricity and electronic and all other services of every kind,nature and description whatsoever, reserves, provisions, funds, and benefits of all agreements,arrangements, deposits, advances, recoverable and receivables, whether from government,semi-government, local authorities or any other person including customers, contractors orother counter parties, etc. cash and bank balances, all earnest monies holiday, tax relief underthe Income Tax Act such as credit for advance and/or deposits, rights, titles, claims and allother interests, rights and powers of every kind, nature and description whatsoever, privileges,liberties, easements, advantages, benefits, exemptions and approvals of whatsoever nature(including but not limited to benefits of all tax, taxes deducted at source, brought forwardaccumulated tax losses, unabsorbed depreciation etc, benefits under the Value Added TaxAct, benefits of any unutilized MODVAT/CENVAT credits, etc.) and where so ever situate,belonging to or in the ownership, power or possession or control of or vested in or grantedin favor of or enjoyed by the Transferor Company as on the Appointed Date and thereafter.

1.11 All terms and words not defined in this Scheme shall, unless repugnant or contrary to the contextor meaning thereof, have the same meaning as ascribed to them under the Act and other applicablelaws, rules, regulations and byelaws as the case may be, including any statutory modification orre-enactment thereof from time to time.

PART B

2. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme set out herein in its present form or with any modification(s) approved or imposedor directed by the Court, shall be operative from the Appointed Date but shall be effective fromthe Effective Date.

3. SHARE CAPITAL

3.1 The Share Capital of the Transferor Company as on 31st March 2010 is as under:

Amount in Rs.Authorised:2,000,000 Equity shares of Rs.10/- each 20,000,000

20,000,000

Issued, Subscribed and Paid-up:2,000,000 Equity shares of Rs.10/- each 20,000,000

20,000,000

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Of the above, 1,502,000 shares were held by Exelvia Holdings BV on 31.12.2009. However on17th May 2010, i.e., after the Balance Sheet date of 31.12.2009, the same were acquired by theTransferee Company by virtue of which, the Transferor Company became a wholly owned subsidiaryof the Transferee Company and the entire 2,000,000 fully paid-up Equity Shares of Rs.10/- eachaggregating to 100% of the Share Capital of the Transferor Company are held by the TransfereeCompany and its nominees.

3.2. The Share Capital of the Transferee Company as on 31st March 2010 is as under:

Amount in Rs.Authorised:17,000,000 Equity Shares of Rs. 10/- each 170,000,0003,000,000 Unclassified Shares of Rs. 10/- each 30,000,000

200,000,000

Issued, Subscribed and Paid-up:15,393,020 Equity Shares of Rs. 10/- each (Of theabove, 999,000 equity shares were allotted as fullypaid up pursuant to a Scheme of Amalgamation) 153,930,200

153,930,200

Subsequent to the balance sheet date there has been no change in the issued, subscribed and paidup capital of the Transferee Company.

PART C

The material provisions of the proposed Scheme are as under:

4 VESTING OF UNDERTAKINGS

4.1 With effect from the opening of the business as on the Appointed Date, the entire business and thewhole of the undertakings of the Transferor Company including all its properties and assets(whether movable or immovable, tangible or intangible) of whatsoever nature, together with alllicenses, lease, tenancy rights, if any, and all other rights, title, interest, contracts, consent, approvalsor powers of every kind nature and descriptions whatsoever, shall, pursuant to the provisions ofSections 391 to 394 and other applicable provisions of the Act and pursuant to the Orders ofHon'ble Madras High Court sanctioning the Scheme, without any further act, deed, matter or thing,but subject to the existing charges / hypothecation / mortgages as on Effective Date over or inrespect of the said Assets or any part thereof of the Transferor Company, stand transferred to andvest in and / or be deemed to be transferred to and vest in the Transferee Company so as tobecome properties of the Transferee Company.

4.2 It is expressly provided that in respect of such of the assets of the Transferor Company which aremoveable in nature or are otherwise capable of being handed over by manual delivery or byendorsement and delivery, the same shall be so transferred to the Transferee Company and theownership and property therein passes to the Transferee Company on such handing over or on suchdelivery and transfer shall be made on a date to be mutually agreed upon between the respectiveBoard of Directors of the Transferor Company and the Transferee Company within 30 days fromthe Effective Date. In respect of such of the said assets other than those referred to in sub Para

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above, without any further act, instrument or deed, be transferred to and vested in and/or be

deemed to be transferred and vested in the Transferee Company pursuant to the provisions of

Section 394 of the Act as an integral part of the Scheme.

4.3 With effect from the Appointed Date, all debts, liabilities, contingent liabilities, duties and obligations

of the Transferor Company as on the close of business on the date preceding the Appointed Date

whether or not provided in the books of the Transferor Company and all other liabilities of the

Transferor Company which arises or accrues on or after the Appointed Date but which relates to

the period on or up to the Appointed Date shall be deemed to be the debt, liabilities, contingent

liabilities, duties and obligations of the Transferee Company.

However, the Transferee Company may, at any time, after the coming into effect of this Scheme

in accordance hereof, if so required, under any law or otherwise, execute deeds of confirmation

in favour of the secured creditors of the Transferor Company or in favour of any other party to

the contract or arrangement to which the Transferor Company is a party or any writing, as may

be necessary, in order to give formal effect to the above provisions. The Transferee Company shall

under the provisions of the Scheme be deemed to be authorised to execute any such writings on

behalf of the Transferor Company as well as to implement and carry out all such formalities and

compliances referred to above.

4.4 In so far as the various incentives, subsidies, special status and other benefits or privileges enjoyed,

granted by any Government body, local authority or by any other person and availed of by the

Transferor Company are concerned, the same shall vest with, and be available to, the Transferee

Company on the same terms and conditions.

4.5 Loans or other obligations, if any, due between or amongst the Transferor Company and the

Transferee Company shall stand discharged and there shall be no liability in that behalf. In so far

as any securities, debentures or notes issued by the Transferor Company, and held by the Transferee

Company and vice versa are concerned, the same shall, unless sold or transferred by the Transferor

Company or the Transferee Company, as the case may be, at any time prior to the Effective Date,

stand cancelled as on the Effective Date, and shall have no effect and the Transferor Company or

the Transferee Company, as the case may be, shall have no further obligation outstanding in that

behalf.

4.6 From the Effective Date and till such time that the names of the bank accounts of the Transferor

Company are replaced with that of the Transferee Company, the Transferee Company shall be

entitled to operate the bank accounts of the Transferor Company, in its name, in so far as may be

necessary.

5 CANCELLATION OF EQUITY SHARES OF THE TRANSFEROR COMPANY HELD BYTHE TRANSFEREE COMPANY

Upon this Scheme coming into effect, the shares of the Transferor Company held by the Transferee

Company directly and/or through its nominee(s), constituting the entire paid up share capital of the

Transferor Company will stand cancelled. No shares or consideration shall be issued / paid by the

Transferee Company pursuant to the amalgamation of the Transferor Company, which is a wholly-

owned subsidiary of the Transferee Company.

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6. AUTHORISED CAPITAL

6.1 Upon the Scheme becoming fully effective, the authorised share capital of the Transferor Companyshall stand combined with the authorised share capital of the Transferee Company. Filing fees andstamp duty, if any, paid by the Transferor Company on its authorised share capital, shall be deemedto have been so paid by the Transferee Company on the combined authorised Share capital andaccordingly, the Transferee Company shall not be required to pay any fee/ stamp duty for itsincreased authorised share capital.

6.2 Clause V of the Memorandum of Association of the Transferee Company shall, without any furtheract, instrument or deed, be and stand altered, modified and amended pursuant to Sections 16, 94and 394 and other applicable provisions of the Act by deleting the existing Clause and replacingit by the following:

"V. The Authorised Share Capital of the Company is Rs. 22,00,00,000 (Rupees Twenty two Croresonly) divided into 1,90,00,000 (One crore ninety lacs) Equity Shares of Rs. 10/- (Rupees ten)each; and 30,00,000 (Thirty lacs) unclassified shares of Rs.10/- (Rupees ten) each with power toincrease and reduce the capital of the Company and to divide the shares in the capital for the timebeing into several classes; and to attach thereto respectively such preferential, deferred, qualified,or special rights, privileges or conditions as may be determined or in accordance with the Articlesof Association of the Company and to vary, modify or abrogate any such rights, privileges orconditions in such manner as may for the time being provided by the Articles of Association of theCompany."

6.3 The approval of this Scheme under Sections 391 and 394 of the Act shall be deemed to have theapproval under sections 16, 94, 97 and other applicable provisions of the Act and any otherconsents and approvals required in this regard.

7. ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY

7.1 On the Scheme becoming effective, the Transferee Company shall account for the merger in itsbooks as per the "Pooling of Interest Method" of Accounting prescribed under the AccountingStandard 14 issued by the Institute of Chartered Accountants of India such that

i) All the assets and liabilities recorded in the books of the Transferor Company shall standtransferred to and vested in the Transferee Company pursuant to the Scheme and shall berecorded by the Transferee Company at their book values as appearing in the books of theTransferor Company;

ii) The Transferee Company shall record the Reserves of the Transferor Company in the sameform and at the same values as they appear in the financial statements of the TransferorCompany at the close of business of the day immediately preceding the Appointed Date.Balances in the Profit and Loss Account of the Transferor Company shall be similarlyaggregated with the balances in Profit and Loss Account of the Transferee Company. Balancesshown as Miscellaneous Expenditure (to the extent not written off or adjusted), if any, in thebalance sheet of the Transferor Company shall be similarly aggregated with balances of theTransferee Company.

iii) The excess of, or deficit in, the value of the assets over the value of the liabilities of theTransferor Company vested in the Transferee Company pursuant to this Scheme as recorded

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in the books of account of the Transferee Company shall, after adjusting the amounts recorded

in terms of sub-clause (ii) above, be adjusted in the Reserves in the books of the Transferee

Company.

7.2 Further, in case of any differences in accounting policy between the Companies, the impact of the

same till the amalgamation will be quantified and adjusted in the Profit & Loss Account mentioned

earlier to ensure that the financial statements of the Transferee Company reflect the financial

position on the basis of consistent accounting policy.

7.3 To the extent that there are inter-company loans, deposits or balances as between the Transferor

Company and the Transferee Company, the obligations in respect thereof shall come to an end and

there shall be no liability in that behalf and corresponding effect shall be given in the books of

accounts and records of the Transferee Company for the reduction of any assets or liabilities as

the case may be and there would be no accrual of interest or any other charges in respect of any

such inter-company loans, deposits or balances, with effect from the Appointed date.

8 Conduct of Business until the Effective Date

8.1 From the Appointed Date and upto and including the Effective Date (as defined in the clause

hereinafter) the Transferor Company:

a. Shall, in so far as it is necessary for the implementation of the Scheme, stand possessed of

all its properties and assets referred to in clause 4 above for and on account of and in trust

for the Transferee Company and shall account for the same to the Transferee company and

be entitled to be indemnified accordingly:

b. All profits or income accruing or arising to the Transferor Company or losses arising or

expenditure incurred by it shall for all purposes be treated as and be deemed to be treated

as the profits or income or losses or expenditure of the Transferee Company, as the case

may be.

c. All taxes (including income tax, sales tax, excise duty, customs duty, service tax, VAT, etc.)

paid or payable by the Transferor Company in respect of the operations and/or the profits

of the business after the Appointed Date, shall be on account of the Transferee Company and,

insofar as it relates to the tax payment (including, without limitation, sales tax, excise duty,

custom duty, income tax, service tax, VAT, etc.), whether by way of deduction at source,

advance tax or otherwise howsoever, by the Transferor Company in respect of the profits or

activities or operation of the business after the Appointed Date, the same shall be deemed

to be the corresponding item paid by the Transferee Company, and, shall, in all proceedings,

be dealt with accordingly.

d. Shall not without the written concurrence of the Transferee Company alienate, charge, or

encumber or otherwise deal with any of their properties or assets otherwise than in the

ordinary course of business. Nothing in this clause shall, however, affect or derogate from

the vesting of the undertaking, properties, rights, powers and assets with effect from the

Appointed date as provided in Clause 4 hereof.

e. The Transferor Company shall not make any modification to its capital structure in any

manner whatsoever except with written consent of the Transferee Company.

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8.2 The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to theCentral/ State Government(s) and all other agencies, departments and authorities concerned as arenecessary under any law for such consents, approvals and sanctions which the Transferee Companymay require to carry on the business of the Transferor Company.

9. LEGAL PROCEEDINGS

9.1 All legal proceedings of any nature whatsoever by or against the Transferor Company pending onthe Appointed Date shall not abate or be discontinued but the same shall be continued and enforcedby or against the Transferee Company in the same manner and to the same extent as it would ormight have been continued and enforced by or against the Transferor Company.

9.2 After the Appointed Date, if any proceedings are taken against the Transferor Company in respectof the matters referred to in sub-clause 9.1 above, it shall defend the same at the cost of theTransferee Company and the Transferee Company shall reimburse and indemnify the TransferorCompany against all liabilities and obligations incurred by the Transferor Company.

9.3 The Transferee Company undertakes to have all legal or other proceedings initiated by or againstthe Transferor Company referred to in Clause 9.1 above transferred into its name and to have thesame continued, prosecuted and enforced by or against the Transferee Company.

10. CONTRACTS, DEEDS, BONDS AND OTHER INSTRUMENTS

10.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds, agreements, insurancepolicies and other instruments of whatsoever nature to which the Transferor Company is a partyand subsisting or having effect, against or in favour of the Transferor Company may be enforcedby or against the Transferee Company as fully and effectively as if instead of the TransferorCompany, the Transferee Company had been a party thereto.

10.2 As a consequence of the amalgamation of the Transferor Company with the Transferee Companyin accordance with this Scheme, the recording of change in name from the Transferor Companyto the Transferee Company, whether for the purposes of any licence, permit, approval or any otherreason, or whether for the purposes of any transfer, registration, mutation or any other reason,shall be carried out by the concerned statutory or regulatory or any other authority without therequirement of payment of any transfer or registration fee or any other charge or impositionwhatsoever.

10.3 The Transferee Company may, at any time, after the coming into the effect of this Scheme inaccordance with the provisions hereof, if so required, under any law or otherwise, execute deedsof confirmation in favour of any party to any contract or arrangement to which the TransferorCompany is a party or any writings, as may be necessary, to be executed in order to give formaleffect to the above provisions. The Transferee Company shall under the provisions of the Schemebe deemed to be authorised to execute any such writings on behalf of the Transferor Company,implement or carry out all such formalities or compliances referred to above on the part of theTransferor Company, as the case may be, to be carried out or performed.

10.4 For the removal of doubts, it is expressly made clear that the dissolution of the Transferor Companywithout the process of winding up as contemplated hereinafter, shall not, except to the extent set outin the Scheme, affect the previous operation of any contract, agreement, deed or any instrument or

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beneficial interest to which the Transferor Company is a party thereto and shall not affect any right,privilege, obligations or liability, acquired, or deemed to be acquired prior to Appointed Date and allsuch references in such agreements, contracts and instruments to the Transferor Company shall beconstrued as reference only to the Transferee Company with effect from the Appointed Date.

11 EMPLOYEES OF THE TRANSFEROR COMPANY

11.1 All the employees of the Transferor Company, who are in service on the date immediately precedingthe Effective Date shall, unless otherwise desired by any of the employees, become the employeesof the Transferee Company on the Effective Date.

11.2 On the Scheme finally taking effect as hereinafter provided:

(a) The employees of the Transferor Company shall become the employees of the TransfereeCompany, without any break or interruption in service and on terms and conditions not lessfavourable than those on which they are engaged by the Transferor Company as on theEffective Date. Services of all employees with the Transferor Company up to the EffectiveDate shall be taken into account from the date of their respective appointment with theTransferor Company for purposes of all retirement benefits for which they may be eligible.The Transferee Company further agrees that for the purpose of payment of any retrenchmentcompensation, if any, such past services with the Transferor Company shall also be taken intoaccount;

(b) The services of such employees shall not be treated as having been broken or interrupted forthe purpose of Provident Fund or Gratuity or Superannuation or other statutory purposesand for all purposes will be reckoned from the date of their respective appointments with theTransferor Company;

(c) It is provided that as far as the Provident Fund, Gratuity Fund and Pension and/ orSuperannuation Fund or any other special fund created or existing for the benefit of the staff,workmen and other employees of the Transferor Company are concerned, upon the Schemebecoming finally effective, the Transferee Company shall stand substituted for the TransferorCompany in respect of the employees transferred with the Undertaking for all purposeswhatsoever relating to the administration or operation of such Funds or Trusts or in relationto the obligation to make contribution to the said Funds or Trusts in accordance with theprovisions of such Funds or Trusts as provided in the respective Trust Deeds or otherdocuments. It is the aim and the intent of the Scheme that all the rights, duties, powers andobligations of the Transferor Company in relation to such Funds or Trusts shall become thoseof the Transferee Company. The Trustees including the Board of Directors of the TransferorCompany and the Transferee Company shall be entitled to adopt such course in this regardsas may be advised provided however that there shall be no discontinuation or breakage inthe services of the employees of the Transferor Company.

12. SAVING OF CONCLUDED TRANSACTIONS

The transfer of properties and liabilities under Clause 4 above and the continuance of proceedingsby or against the Transferor Company under Clause 9 above shall not affect any transaction orproceedings already concluded by the Transferor Company on or after the Appointed Date till theEffective Date, to the end and intent that the Transferee Company accepts and adopts all acts,

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deeds and things done and executed by the Transferor Company in respect thereto as done andexecuted on behalf of itself.

13. APPLICATION TO HIGH COURT

The Transferor Company shall, with reasonable despatch, apply to the Court for necessary ordersor directions for holding meetings of the members of the Transferor Company for approving thisScheme of Amalgamation under Section 391 of the Act or for dispensing the holding of suchmeeting and orders under Section 394 of the Act, for carrying this Scheme into effect and fordissolution of the Transferor Company without winding up. The Transferee Company shall, ifdirected by the Court, apply to the Court for necessary orders or directions for holding meetingsof the members of the Transferee Company for approving this Scheme of Amalgamation underSection 391 of the Act or for dispensing the holding of such meetings and orders under Section394 of the Act, for carrying this Scheme into effect.

14. MODIFICATION OR AMENDMENTS TO THE SCHEME

14.1 The Transferor Company and the Transferee Company through their respective Boards of Directorsin their full and absolute discretion, may assent to any modification or amendment to the Schemewhich the Court, shareholders of the Transferor Company and / or the Transferee Company and/ or any other competent authority may deem fit to approve / impose and effect any othermodification or amendment which the Boards in the best interests of the Transferor Company orthe Transferee Company may consider necessary or desirable and give such directions as they mayconsider necessary or desirable for settling any question, doubt or difficulty arising under theScheme or in regard to its implementation or in any matter connected there with and to do all acts,deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect.In the event that any modification or amendment to the Scheme is unacceptable to the TransferorCompany and / or the Transferee Company for any reason whatsoever, the Transferor Companyand / or Transferee Company shall be at liberty to withdraw from the Scheme at any time.

14.2 For the purpose of giving effect to the Scheme or to carry out any modification or amendmentthereto, the Boards of Directors of the Transferor Company and the Transferee Company or anyCommittee thereof is authorized to give such directions and / or to take such steps as may benecessary or desirable including any directions for settling any question, doubt or difficulty whatsoeverthat may arise.

15 CONDITIONALITY OF THE SCHEME

This Scheme is and shall be conditional upon and subject to:

15.1 The requisite, consent, approval or permission of the Central Government or any other statutoryor regulatory authority, which by law may be necessary for the implementation of this Scheme.

15.2 The Scheme being agreed to by the requisite majority of the members of the Transferor Company,if a meeting of Equity Shareholders of the said companies is convened by the Court, and thesanction of the Court being accorded to the Scheme.

15.3 The sanction by the Court under Sections 391 and 394 and other applicable provisions of the Actbeing obtained by the Transferor Company and also the Transferee Company, if a separate petitionfor sanction of the Scheme is directed by the Court to be filed by the Transferee Company.

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15.4 The filing with the Registrar of Companies of certified copies of the order sanctioning the Scheme

by the Transferor Company. The Transferee Company shall also file certified copies of the order

sanctioning the Scheme with the Registrar of Companies in the event it files a separate petition

for sanction of the Scheme, as mentioned in Clause 15.3 above.

16 EFFECT OF NON-RECEIPT OF APPROVALS

In the event of any of the said sanctions and approvals referred to in the preceding Clause not

being obtained and / or the Scheme not being sanctioned by the High Court at Madras and / or

the Order or Orders not being passed as aforesaid this Scheme shall stand revoked, cancelled and

be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated

hereunder or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto

and which shall be governed and be preserved or worked out as is specifically provided in the

Scheme or as may otherwise arise in law. In such event, each party shall bear and pay its

respective costs, charges and expenses for and/or in connection with the Scheme.

17 DISSOLUTION OF TRANSFEROR COMPANY

Subject to an order being made by the Court under Section 394 of the Act, the Transferor

Company shall be dissolved without the process of winding up on the Scheme becoming effective

in accordance with the provisions of the Act and the Rules made thereunder.

18 COSTS, CHARGES & EXPENSES

All costs, charges, taxes including duties, levies and all other expenses, if any arising out of or

incurred in carrying out and implementing this Scheme and matters incidental thereto shall be borne

by the Transferee Company.

WITNESS, The Hon’ble Thiru M. YUSUF EQBAL,

Chief Justice of Madras High Court,

aforesaid this the 9th day of November, 2010

Sd/-DEPUTY REGISTRAR (O.S.).

//CERTIFIED TO BE A TRUE COPY //DATED THIS THE 29th DAY OF DECEMBER 2010.

COURT OFFICER

From 25th September 2008 the Registry is issuing certified copiesof the Orders/Judgments/Decree in this format.

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BS/28.12.2010Comp. petn. No. 261 of 2010Order Dated: 9.12.2010

The Hon’ble Mr. JusticeS. Rajeswaran

For Approval on: 28.12.2010Approved on: 28.12.2010

Copy to:

1. The Official Liquidator,High Court, Madras.

2. The Regional Director,Southern Region,5th Floor, Ministry ofCorporate Affairs,No. 26, Haddows Road,Chennai - 6.

3. The Registrar ofCompanies, II Floor,No. 26, Haddows Road,Chennai - 6.